The Board believes that effective governance is achieved through leadership and collaboration. To this end the WHL Board, together with its Board Committees, has established a working framework that complements and supports the work of the executive and encourages greater engagement between the Board and members of executive management, with more regular and robust debate on strategic objectives.
With these principles in mind, our governance structure provides management with more agility to execute on the strategic initiatives and facilitates delegation of decision-making to the respective teams, while ensuring that the WHL Board retains full oversight of all material matters.
In line with this approach, the Boards of Woolworths South Africa and Country Road Group operate as management boards and report to the WHL Board and Board Committees.
The WHL Board has approved formal delegations of authority to the various Board Committees, the Group Chief Executive Officer, and the subsidiary management Boards.
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 the internal financial controls and the system of internal controls to assist the Board in ensuring and 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. In addition, the Committee assesses the independence and effectiveness of the external auditor and manages the relationship with the external auditor.
The 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 and directors. In addition, the Committee is responsible for executive succession and for setting the Group CEO’s performance goals. The Committee also oversees the performance of individual board members; the Group CEO and Group Company Secretary.
The role of the Committee is to ensure the employee value proposition promotes fair, responsible, transparent remuneration and reasonable employment practices within the Group, whilst adopting a stakeholder-inclusive approach; establish an appropriate remuneration framework and ensure the adoption of remuneration policies to attract and retain top talent with the capacity to drive the Group’s long-term strategy and sustainable performance; and ensure that the Group’s talent management strategies and practices are appropriate to drive the Group’s long-term success.
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.
In addition, the Committee assists the Board in determining that the Information and Technology roadmap and investments support the Group’s strategic objectives.
The role of the Committee is to assist the Board in setting the tone for an ethical organisational culture by overseeing the Group’s conduct and approach, and ensuring that the manner in which the business is conducted supports the Group’s intent to be a responsible corporate citizen. In addition, the Committee carries out the statutory duties in terms of the Act, and oversee that the Group has an effective compliance programme covering compliance risk management, health and safety
and high-risk regulatory compliance areas.
The role of the Committee is to ensure that the Group’s sustainability strategy positions the Group as a leader in responsible retailing in the countries in which it trades. It further oversees that the sustainability initiatives and objectives are effectively integrated into the business and that the Group operates in an environmentally and socially responsible manner while striving for more responsible consumption and production systems and behaviours.
The role of the Committee is to oversee all treasury risk management functions and policies and to proactively manage the Group’s treasury exposures within acceptable risk limits and in compliance with the Group Treasury Policy guidelines as approved by the Board.
Remuneration and Talent Management Committee
Risk, Information and Technology Committee
Social and Ethics Committee