The Board has a charter setting out its policies, roles and responsibilities in the execution of its mandate:
- to direct the Group towards the achievement of the Massmart vision
- to be accountable for the development and execution of the Group’s strategy, operating performance and financial results, all practised within the Group’s Governance Authorities which describe the specific levels of authority and required approvals for all major decisions at both Group and Divisional level
- to clarify which executive position, committee or board needs to be consulted prior to taking the decision, which body makes the decision and which bodies should thereafter be informed of the decision
- to be responsible for its own composition, the appointment of the Chairman and the Chief Executive Officer, and the constitution and composition of its sub-committees
Role of all directors is to bring independent judgment and experience to the Board’s deliberations and decisions. They are encouraged to take independent advice, at the Company’s cost, for the proper execution of their duties and responsibilities, and also have direct, unfettered access to the Group’s external auditors, professional advisers and to the advice and services of the Company Secretary. Independent directors have unrestricted access to any executive, manager or employee in the Group.
The Board comprises two Executive Directors, five independent non-Executive Directors and three non-Executive Directors.
About Massmart Non-executive Directors
Shelley Broader (50)
BA (Washington State University)
President and Chief Executive Officer of Walmart’s EMEA region
Appointed 16 July 2014
Shelley Broader was appointed President and Chief Executive Officer of Walmart’s EMEA region in May 2014. She has responsibility for Walmart’s retail operations and business development across Europe, the Middle East, Africa, and Canada, and leads 1,345 retail units and more than 285,000 associates. Previously Shelley was President and Chief Executive Officer of Walmart Canada, Chief Merchandising Officer for Walmart Canada, and Senior Vice President with Sam’s Club, Walmart’s membership-warehouse format in the U.S. Shelley joined Walmart in 2010 following more than 20 years of leadership experience across the North American retail industry.
Prior to Walmart, Shelley was President and Chief Operating Officer of Michael’s, the world’s largest retailer of arts and crafts and was responsible for the chain’s 1,000 U.S. and Canadian stores. Before joining Michael’s, Shelley enjoyed a 17-year career with Belgium-based Delhaize Group where, under the Hannaford banner, she held a broad range of leadership roles across the company’s operations, merchandising, distribution, strategy and marketing divisions. She was promoted to President and Chief Executive Officer of the company’s Kash n’ Karry chain, and then to President and Chief Executive Officer of the Sweetbay Supermarkets division. Shelley began her career in the investment banking sector advising clients in the U.S. supermarket industry. She has a lengthy track record of public speaking and community engagement. Shelley is a Member of the Board of Directors of Raymond James Financial, Inc. and Catalyst Canada.
Andy Clarke (51)
President and Chief Executive Officer ASDA
Appointed 16 July 2014
Andy Clarke’s career has spanned more than 30 years in retail and currently sees him heading up one of the UK’s largest supermarket retailers, Asda Stores Ltd, as its President and Chief Executive Officer.
This year Andy also took the helm as President of the IGD: a food and grocery research and training charity, where he will continue in his passion and support of people development and working towards a secure and sustainable future for the industry.
This passion is prevalent in his work at Asda where his priorities include redefining value retailing and maintaining the supermarket’s price leadership; continuing to increase quality, style and design across food and non-food alike; championing innovation and seamless ways to shop across clicks and bricks; and pioneering the company’s commitment to creating opportunities for young people.
Having started in retail at an early age, when he took his first job on the shop floor at Fine Fare in Grantham aged just 17, Andy has now been part of the Asda family for almost 20 years.
He originally joined from Morrisons in 1992 as Manager of the Edinburgh store before rising to the position of Retail Director. In 2000, he left to become Chief Operating Officer for Matalan, a position he held for two years before being appointed as Managing Director of Iceland. In 2005, Andy re-joined Asda as Retail and Operations Director, becoming Chief Operating Officer two years later and CEO in May 2010. After identifying a structural shift in the market during what he describes as “the most challenging and exciting time for retail”, Andy and his senior team undertook a strategic review of the business in which he defined clear priorities for the five years to 2018.
Andy is also Ambassador of the Prince’s Trust and Chairman of Leeds and Partners.
Kuseni Dlamini (46)
BA (Hons) (KZN), MPhil (Oxon)
Chairman of the Board, Chairman of the Nomination Committee and a member of the Remuneration Committee
Appointed 10 April 2014
Kuseni Dlamini is the Chairman of Times Media Group Ltd (formerly Avusa), a leading media and entertainment company listed on the Johannesburg Stock Exchange (JSE). He is the former Chief Executive Officer of Old Mutual South Africa and Emerging Markets. Prior to this he was the Head of Anglo American South Africa and a member of the Executive Committee of Anglo American plc. in London and was Director of Anglo Platinum Ltd. He is also the former Executive Chairman of Richards Bay Coal Terminal Company (RBCT) Ltd and a former Chairman of Anglo Operations (Pty) Ltd. As part of his career in mining he held a number of senior positions at Anglo Gold Ashanti and De Beers Consolidated Mines Ltd in South Africa and the United Kingdom. Kuseni is a graduate of the Universities of KwaZulu-Natal, Durban, and Oxford where he was a Rhodes Scholar. In March 2008, he was named a ‘Young Global Leader (YGL)’ by the World Economic Forum and, during the same month, Miningx selected him as one of the top 100 most influential people in South African mining. In June 2008, the Mail & Guardian named him as one of the top 200 young people worth taking to lunch and in the same year and month, The Economist referred to him as “A Rare Commodity’. In 2010, the World Economic Forum appointed him a member of the Global Agenda Council on Economic Growth and Poverty Alleviation. In 2011, he was appointed co-Chairman of the annual World Economic Forum (WEF) Africa Summit which brings together Heads of States, leading politicians and business leaders to debate the state of Africa in a changing world on an annual basis. Kuseni is active in professional bodies and charities which include the South African Institute of International Affairs (SAIIA), Common Purpose and the Advisory Board of Wits Business School. He is also a member of the Council of the University of Pretoria and Chairman of the Board of South African National Parks (SANParks).
Dr Nolulamo (‘Lulu’) Gwagwa
MSc (KZN), MSc (LSE), PhD (UCL)
Member of the Audit and Risk Committee
Appointed 1 November 2006
Lulu is Chief Executive Officer of Lereko Investment Proprietary Limited. She was Deputy Director General in the National Department of Public Works, responsible for establishing the national public works programme, and completed a five-year term as the CEO of the Independent Development Trust. She has served on various Government commissions, and is currently a non-executive director of FirstRand Limited, Aurecon and Sun International Limited.
Phumzile Langeni (40)
BCom (Natal), BCom Hons (UNISA)
Chairman of the Social and Ethics Committee and a member of the Audit and the Risk Committees
Appointed 25 August 2004
Phumzile is the Executive Chairman of Afropulse Group Proprietary Limited, a women-led investment, investor relations and corporate advisory house. She is a stock broker by training and was previously the economic adviser to the Minister of Minerals and Energy. Phumzile is the non-executive chairman of Astrapak Limited, a non-executive director of Imperial Holdings Limited, the Mineworkers Investment Company Proprietary Limited, Primedia Proprietary Limited, Transaction Capital Proprietary Limited, Metrofile Holdings Limited and other unlisted companies.
Chris Seabrooke (62)
BCom, BAcc, MBA, FCMA
Deputy Chairman of the Board and Lead Independent Director, Chairman of the Audit, Remuneration and Risk Committees and a member of the Nomination Committee
Appointed 1 February 2000
Chris has been a director of over 25 stock exchange-listed companies. He is currently CEO of Sabvest Limited, Chairman of Metrofile Holdings Limited and Transaction Capital Limited and a director of Datatec Limited, Torre Industries Limited, Net1 UEPS Technologies Inc (Nasdaq/JSE) and Brait S.E. (Luxembourg/JSE). He is also a director of a number of unlisted companies including Mineworkers Investment Company (Pty) Ltd, and is Deputy Chairman of Primedia Holdings (Pty) Ltd. He is a former Chairman of the South African State Theatre and former Deputy Chairman of the inaugural National Arts Council of South Africa. He is a member of the Institute of Directors.
JP Suarez (51)
BA (Hons) (Tufts University) JD (University of Pennsylvania)
Senior Vice President of Realty Design, Construction and Strategy for Walmart US and a member of the Social and Ethics Committee
Appointed 20 June 2011
John Peter (JP) Suarez is the Senior Vice President of Realty Design, Construction, and Strategy for Walmart US. JP is responsible for leading Walmart’s development activities for US stores including Supercenters, Neighborhood Markets and test formats along with designing new prototypes. Prior to his current role, JP was responsible for Business Development in Walmart’s International Division and looked after merger and acquisition activities and international real estate, and global format development efforts. Prior to that, JP was Senior Vice President and General Counsel for Walmart International. He joined the company in 2004 as Vice President and General Counsel for Sam’s Club. JP also serves as a board member on the University Of Pennsylvania Law School Board Of Overseers. His previous experience includes serving as the United States’ EPA Assistant Administrator for Enforcement and Compliance, acting as a federal and state prosecutor, and working as Chief Enforcement Officer over New Jersey’s gaming industry.
About Massmart Executive Directors
Guy Hayward (49)
BCom, CTA (UCT), CA(SA)
Chief Executive Officer and a member of the Risk and Social and Ethics Committees
Employee since 2000
Appointed 15 May 2001
Guy graduated from the University of Cape Town in 1986 and, after serving articles with Deloitte Haskins & Sells, qualified as a Chartered Accountant in 1989. During the 1990s he held financial roles at Malbak and CNA Gallo in South Africa and at Goldman Sachs in London. He joined Massmart as Group Financial Executive in 2000, was appointed Chief Financial Officer in 2001 and Chief Operating Officer in May 2012, before becoming Chief Executive Officer in June 2014. Guy is also chairman of the Hilton College Endowment Foundation.
Johannes van Lierop (48)
Hotel and Catering Management Degree, Bachelor of Business Economics, RA (Amsterdam)
Chief Financial Officer and a member of the Risk Committee
Employee since 2015
Appointed 12 March 2015
Johannes did his articles with EY and graduated from the University of Amsterdam in 1997 as a Registered Accountant (RA or CA equivalent). After three years at the Dutch Development Agency, working in Cotonou, Benin he spent over a decade at Diageo in various capacities in Nigeria, Jamaica, the UK, Hungary, The Netherlands and again in Nigeria where he was CFO, IT procurement director and a member of the board at Guinness Nigeria up to 2011. Following that, Johannes worked in Nairobi, Kenya, for Bharti Airtel Africa, the fourth largest mobile operation in the world. After three years as Africa CFO he took on the role of Africa Programme Director, driving business development and business integration for the Africa region. Johannes was appointed as Massmart’s Chief Financial Officer on 12 March 2015.
The Company Secretary (who is subject to a ‘fit and proper’ test) assists the Board in fulfilling its functions, is empowered by the Board to perform his duties and directly or indirectly:
- assists the Chairman, CEO and CFO with induction of new directors
- assists the Board with director orientation, development and education
- ensures that the Group complies with all legislation applicable/relevant to Massmart
- monitors the legal and regulatory environment and communicates new legislation and any changes to existing
- legislation relevant to the Board and the Divisions
- provides the Board with a central source of guidance and assistance
All directors retire by rotation every three years. Unless requested by the Board to serve a further term, retiring directors are not proposed for re-election by the shareholders. Shareholders must ratify the initial appointment of each director at the first annual general meeting of shareholders following that director’s appointment.
The Board meets four times a year and on an ad hoc basis should a particular issue demand its attention. In addition, the Board meets annually to formally consider and approve the strategies of the Massmart Divisions and Group.
The Board’s authority is devolved sequentially through the Massmart Executive Committee, the Divisional Boards and the Divisional Executive Committees, as formally prescribed by the Massmart Governance Authorities. In addition, the Board has delegated certain specific responsibilities to three Board Committees. These Committees assist the Board and directors in discharging their duties and responsibilities under King III and the Governance Authorities. Full transparency of the Committees’ deliberations is encouraged and the minutes of all Committee meetings are included in the formal Board papers at the ensuing Board meeting. All directors are welcome to attend any Board Committee or Divisional Board meetings.
The Massmart Governance Authorities describe the specific levels of authority and required approvals for all major decisions at both Group and Divisional level. It clarifies which executive position, Committee or Board needs to be consulted prior to taking the decision, which body makes the decision and which bodies should thereafter be informed of the decision. Where appropriate, it now includes the Walmart position on the decision.
The Board works to a formal agenda that covers strategy, structure, operating performance, growth initiatives, sustainability, investor relations, risk and governance, and any other key activities of the Group. An annual agenda structure ensures that other areas including IT and compliance are addressed. Formal Board papers are prepared for every discussion item on the meeting’s agenda and are distributed timeously to Board members.
Annually in September, the Remuneration and Nominations Committee facilitates a comprehensive formal performance evaluation of the CEO, comprising a self-evaluation, a questionnaire evaluating the CEO by every non-executive director, and an appraisal of the CEO by each of his direct reports using a different questionnaire. The Board Chairman provides the summary and feedback of the above to the CEO and he is encouraged to probe and debate any aspect of the evaluation with the Board.
At the same time, all Board members complete a detailed Board self-assessment, covering the composition, duties, responsibilities, process and effectiveness of the Board. Similarly, all Board Committee members complete detailed self-assessments covering the same aspects of their committees. The results of these assessments are collated by the Company Secretary and sent in summarised form to the respective Board and Committee Chairpersons for a formal written response. The summarised results together with the Chairpersons’ written responses are included in the Board papers at the November meeting.
Finally, all Board members formally assess the Chairman’s performance and the Deputy Chairman provides the feedback. These assessments are approached in a constructive manner and provide valuable input that enhances the effectiveness of the Chairman, the Board and its Committees.