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 (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 operating officer, chief financial officer, company secretary, internal audit manager 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.

View the Committees attendance schedule for the 2008/09 reporting period.

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, except when matters relating to his own remuneration are under discussion.

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
• 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. Before nominating candidates, reference checks are performed.

The committee meets twice a year

View the Committees attendance schedule for the 2008/09 reporting period.

Lewis Group Transformation Committee

Members: Professor F Abrahams (Chairperson) and D Nurek (both independent non-executive directors) together with Alan Smart (CEO, J Enslin (COO), 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

View the Committees attendance schedule for the 2008/09 reporting period.

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, R L Shaw and R I 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: D Nurek (Chairman), R Shaw, R Sanger, H Saven (all independent non-executive directors) and A Smart and
L Davies (both executive directors).

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 manage 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.

The committee meets four times a year.

Monarch Audit and Risk Committee

Members: D Nurek, R Shaw, R Sanger, H Saven (all independent non-executive directors) Meetings are attended by the chief executive officer, 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.

View the Committees attendance schedule for the 2008/09 reporting period.

Lewis Stores (Pty) Limited

Lewis Stores (Pty) Ltd is the main trading subsidiary of the group - selling a selected range of furniture, appliances and home electronics on credit through 380 Lewis, 86 Best Electric and 20 Lifestyle Living stores.

Members: Alan Smart (CEO), Les Davies (CFO), Johan Enslin (COO), 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.

View the Committee’s attendance schedule for the 2008/09 reporting period.