Board information

Board responsibilities

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

• Adopting strategic plans.
• Approval of budgets.
• Monitoring operational performance against approved budgets.
• Ensuring effective risk management and internal control.
• Overseeing director selection, orientation and evaluation.
• Approving significant accounting policies.
• Ensuring legislative and regulatory compliance.
• Assessing the sustainability of the group as a going concern.
• Approving the annual and interim financial statements.
• Ensuring balanced and understandable communication to stakeholders.
• Matters considered crucial for business success.

A clear division of responsibility is embedded in the board charter, and the board has delegated authority to the chief executive officer and the directors of Lewis Stores for the implementation of the strategy and the ongoing management of the business.

Board composition

The unitary board structure consists of seven non-executive directors and two full-time, salaried executive directors. Six of the non-executive directors, including the chairman are currently classified as independent in terms of both the King II definition and guidelines of the JSE Listings Requirements. The remaining non-executive director, Alan Smart, is not classified as independent as he has served as an executive of the group within the last three years.

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. Executive directors are subject to a 12-month notice period. They are selected to serve on the board based on their knowledge, experience, independence and ability to contribute to board level debate.

Board meetings

The board meets at least four times a year and further meetings may be convened. 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.

Newly-appointed directors participate in an induction programme which outlines their fiduciary responsibilities and provides company and industry background information.

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.