The WHL Board and committee structure is supported by three aligned subsidiary governance structures for:

  • Woolworths South Africa (including WFS and the rest of Africa);
  • David Jones; and
  • Country Road Group.

This allows information to be reviewed and discussed at the operating entity level to ensure reporting to the WHL Board is at the right level and relevant to its strategic focus.

Click on the committees below to view their roles and members:





The role of the Committee is to ensure that the sustainable development strategy positions the Group as a leader in retail where it has operational presence. It further ensures that the sustainability initiatives and objectives are effectively integrated into the business and that the Group operates in an environmentally responsible manner.

Members: Simon Susman, Tom Boardman, Gail Kelly, Ian Moir, Zyda Rylands and Nombulelo Moholi


The role of the Committee is to ensure that the Group’s activities support its intent to be a responsible corporate citizen. It further assists the Board in setting the tone for an ethical organisational culture by overseeing the Group’s conduct, approach and manner in which the business is conducted with due regard to value creation in society. To achieve this, the committee addresses its statutory requirements and also assesses the trends in industry to identify areas of focus that further embed good governance.

Members: Nombulelo Moholi  (Chairman), Simon Susman, Tom Boardman, Ian Moir and Zyda Rylands

Click to read the Social and Ethics Committee Report


The main role of the Committee is to assist the Board with the nomination, election and appointment of directors and ensure a transparent and accountable process to determine an optimally diverse Board and committee composition. The Committee ensures that there is appropriate succession planning for the Chairman, directors, and Group Executive Committee members.

Members: Tom Boardman (Chairman), Zarina Bassa, Gail Kelly and Simon Susman


The role of the Audit Committee, in addition to its statutory duties in line with the Companies Act 71 of 2008, as amended, is to provide independent oversight of the effectiveness of internal financial controls and system of internal controls. This assists the Board in monitoring the integrity of the Group’s Annual Financial Statements and related external reports. The Committee further oversees the effectiveness of the Group’s external and internal assurance functions and services that contribute to ensuring the integrity of the Group’s financial and integrated reporting.

Members: Hubert Brody (Chairman), Patrick Allaway, Zarina Bassa and Andrew Higginson


The main role of the Remuneration Committee is to ensure the employee value proposition promotes fair, responsible, transparent remuneration and reasonable employment practices within the Group while adopting a stakeholder-inclusive approach. It is also to ensure the establishment of an appropriate remuneration framework and adoption of remuneration policies that aim to attract and retain top talent, agree with the Group’s long-term strategy, and drive sustainable performance.

Members: Tom Boardman (Chairman), Patrick Allaway, Zarina Bassa, Andrew Higginson,  Nombulelo Moholi, Gail Kelly and Simon Susman

Click to read the Remuneration Report


The role of the Committee is to assist the Board to set the direction for how risk is approached and addressed while adopting a stakeholder-inclusive approach. The Committee oversees and directs the Group’s implementation of an effective policy and plan for risk management and compliance encompassing the opportunities and associated risks to be considered when developing strategy and the potential positive and negative effects of the same risks on the achievement of the company’s strategic objectives.

Members: Zarina Bassa (Chairman), Simon Susman, Tom Boardman, Hubert Brody, Andrew Higginson, Reeza Isaacs, Gail Kelly, Nombelelo Moholi, Ian Moir, Sam Ngumeni and Zyda Rylands


The deliberations of the Board are guided by a Board charter and supported by a Delegation of Authority, both of which are reviewed annually. The Delegation of Authority sets out the delegation of matters by the Board to its committees and the Group Chief Executive Officer. A number of governance policies provide context for execution in terms of the Delegation of Authority.

Click on the links below to download the PDFs