Board committees
The board of directors has delegated specific responsibilities to three board committees - all chaired by independent
non-executive directors.
Lewis Group Audit and Risk Committee
Members: H Saven (Chairman), D Nurek and B J van der Ross and Z Bassa (all independent non-executive directors).
The directors are financially literate and suitably qualified to perform their role.
Meetings are also attended by the chief executive officer, chief financial officer, company secretary, internal audit executive and the external auditors.
Purpose and function:
- Approving the internal audit plan and reviewing the activities and findings of the department.
- Evaluating the performance of the internal audit function.
- Reviewing the audit plan of the external auditors, providing guidance on non-audit services.
- Assessing the independence and objectivity of the external auditors.
- Considering significant differences of opinion between management and external auditors.
- Reviewing the adequacy of internal control and risk management.
- Ensuring regulatory compliance.
- Assessing the economic, environmental and social sustainability of the group.
- Reviewing the financial reporting system, evaluating and approving accounting policies and the financial information issued to stakeholders in terms of IFRS.
The committee meets four times a year.
Lewis Group Remuneration and Nomination Committee
Members: D Nurek (Chairman), H Saven, B J van der Ross and Professor F Abrahams (all independent non-executive directors). The chief executive officer attends meetings at the invitation of the committee.
Purpose and function:
- Developing a remuneration philosophy.
- Ensuring senior executives are fairly rewarded.
- Reviewing and approving compensation of executive directors, non-executive directors and senior executives
- Recommending non-executive directors’ fees for shareholder approval.
- Approving the award of share incentives.
- Succession planning.
- Ensuring the board has the required mix of skills, experience and other qualities to effectively manage the group.
- Identifying and nominating candidates to fill board vacancies.
The committee meets twice a year
Lewis Group Transformation Committee
Members: Professor F Abrahams (Chairperson) and D Nurek (both independent non-executive directors) together with J Enslin (CEO), D Loudon (merchandising director), N Jansen (human resources director) and S Rohms (corporate social responsibility manager).
Purpose and function:
- Developing and maintaining a transformation strategy.
- Approving the transformation programme.
- Setting targets in terms of the Codes of Good Practice of the Department of Trade and Industry (DTI).
- Evaluating the group’s performance against the DTI scorecard.
- Confirming legislative compliance.
The committee meets twice a year
Monarch Insurance Company Limited (Monarch)
Monarch is the group’s short-term insurer. Knowledge and experience of short-term insurance is considered in appointing directors to the board. Two of the non-executive directors, Robert Shaw and Ray Sanger, provide insurance advisory services to Monarch.
A formal report on the investment portfolio by Sanlam Investment Management is presented at each board meeting, covering market conditions and expectations, asset allocation, investment returns, review of the investment portfolios and recommendations on the investment strategy.
Monarch Board
Members: A Smart (Chairman), D M Nurek, R Shaw, R Sanger, H Saven (all independent non-executive directors) and L Davies (executive director).
Purpose and function:
- Approval and oversight of strategic plans for the insurer within the parameters of the overall strategic direction of the group.
- Approval of budgets.
- Monitoring operational performance against budgets.
- Regular review of underwriting criteria.
- Adoption of asset allocation strategies for the investment portfolio, based on recommendations from Sanlam Investment Management who manages the portfolio on Monarch’s behalf.
- Review of the performance of the investment portfolio against benchmarks.
- Ensuring regulatory compliance.
- Ensuring effective risk management and internal control.
- Assessing director selection, orientation and evaluation.
- Approving significant accounting policies.
- Approving the annual financial statements.
The committee meets four times a year.
Monarch Audit and Risk Committee
Members: H Saven (Chairman), D Nurek, R Shaw, R Sanger (all independent non-executive directors) Meetings are attended by the chief financial officer, company secretary, the group’s internal audit manager and external auditors.
Purpose and function:
- Reviewing the audit plan relative to the group’s audit plan.
- Providing guidance on non-audit services.
- Ensuring regulatory compliance. The committee is also responsible for the group’s compliance with the Financial Advisory and Intermediary Services Act.
- Reviewing the financial reporting system, evaluating and approving accounting policies and approving the financial statements.
- Addressing risks specific to the company that have been identified in the group risk management policies.
The committee meets four times a year.
Lewis Stores (Pty) Limited
Lewis Stores (Proprietary) Limited is the main trading subsidiary of the group and operational responsibility has been delegated to the Lewis Stores board for the ongoing management of the business.
Members: John Enslin (CEO), Les Davies (CFO), Brett van Aswegen (Credit Risk director), Derek Loudon (Merchandise director), Neil Jansen (HR director) and Charles Irwin (IT director).
Purpose and function:
- Adoption of strategic plans.
- Providing strategic direction to senior management.
- Monitoring operational performance and management.
- Preparation and integrity of financial statements and all related information.
- Maintaining adequate accounting records.
- Adequately safeguarding, verifying and maintaining accountability of assets.
- Monitoring key performance indicators of the business.
- Ensuring regulatory and legislative compliance.
- Risk management.
- Developing a corporate code of conduct.
- Assessing composition and effectiveness of board.
The committee meets four times a year.
Governance committees of Lewis Stores
- Executive Committee consists of 14 members, including the six directors of Lewis Stores, and the heads of key areas of operation within Lewis. The committee meets three times a year in conjunction with the Lewis Stores board meetings.
- Risk Working Group (RWG) conducts a risk self-assessment on a biannual basis to evaluate any change in business risks and identifies emerging risks which may require mitigation. Following each assessment an appropriate course of action is agreed to mitigate or manage the risks identified. Responsibility for each risk is assigned by the RWG to the appropriate executive or line manager (refer to the Risk Management Report).
- Business Continuity Planning Steering Committee manages the business continuity plan (BCP) which assesses potential environmental disasters, disruptions, loss of utilities and services, equipment or system failure, serious information security incidents and other emergency situations. The BCP covers all the key business processes identified as critical to the functioning of the group. The plan is tested periodically in a simulated environment. The committee comprises the chief executive officer, chief financial officer and IT director.
- Information Technology Steering Committee meets quarterly and comprises the chief executive officer, chief financial officer, IT director as well as business systems and IT operations executives. The committee focuses on the following IT-related issues: strategic alignment of the business; delivering value by optimising expenditure and proving value; IT risk management which provides for disaster recovery as well as the safeguarding of IT assets; and unlocking of business knowledge. The committee also oversees progress on strategic projects to ensure efficient delivery of new systems.
View the Board and Committee’s attendance schedule for the 2009/10 reporting period.