Board information

Board charter

 A formal board charter confirms that the directors are accountable to shareholders and are responsible for the following:

• overseeing relationships with stakeholders of the company along sound governance principles;
• contributing to and approving the strategy;
• overseeing that the strategy results in sustainable outcomes;
• considering sustainability as a business opportunity that guides strategy formulation;
• ensuring that the company is playing its role as a responsible corporate citizen by taking into account the impact of the business operations on society and the environment;
• providing oversight of performance against targets and objectives;
• assessing the group as a going concern;
• approving the annual and interim financial statements;
• providing effective leadership on an ethical foundation; 
• overseeing key performance and risk areas;
• ensuring effective risk management and internal control;
• responsible for overseeing IT governance;
• overseeing legislative, regulatory and governance compliance;
• overseeing director selection, orientation and evaluation;
• ensuring balanced and understandable communication to stakeholders; and
• matters considered crucial for business success.

A clear division of responsibility is embedded in the board charter, with the board chaired by an independent non-executive chairman. The board has delegated authority to the chief executive officer and the directors of Lewis Stores (Proprietary) Limited for the implementation of the strategy and the ongoing management of the business.

Board composition

In line with the recommendations of King lll, Lewis Group has a unitary board structure consisting of seven non-executive directors and two full-time, salaried executive directors.

The composition of the board is as follows: Independent non-executive directors David Nurek, Fatima Abrahams, Zarina Bassa, Sizakele Marutlulle, Hilton Saven, Ben van der Ross; and  Non-executive director Alan Smart; and Executive directors Johan Enslin and  Les Davies.

Directors do not have a fixed term of appointment and all directors are subject to retirement by rotation and re-election by shareholders at least every three years. Directors appointed during the year are required to have their appointments ratified at the following AGM. The board in 2011 adopted the practice of electing the chairman after the annual general meeting. Executive directors are subject to a 12-month notice period. Directors are invited to serve on the board based on their knowledge, experience, independence and ability to contribute to board level debate.

Director independence

The Nomination Committee assessed the independence of the non-executive directors and found that six of the non-executive directors, including the chairman, are currently classified as independent in terms of the King lll definition, the Corporate Laws Amendment Act and the guidelines of the JSE Listings Requirements. The remaining non-executive director, Alan Smart, is not independent as he was an executive of the group within the last three years.

Board meetings

The board met four times. Meetings are conducted in accordance with formal agendas, ensuring that all substantive matters are addressed and monitored. Any directors may request additional items to be included on the agenda.

Board evaluation

All directors participate in the annual evaluation of the board’s performance. The questionnaire-based evaluation covers the board’s role and agenda setting; the size, independence and composition of the board; director orientation and development; board meetings; board committees; board accountability; and governance practices. The process also includes an assessment of the performance of the chairman and the chief executive officer. In addition the chairman has individual sessions with each director.