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Board of directors


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

  • ensuring that the company’s short-, medium- and long-term strategy, as developed by management is reviewed and approved;
  • 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;
  • responsibility for overseeing IT governance;
  • overseeing legislative, regulatory and governance compliance;
  • ensuring appropriate remuneration policies and practices;
  • overseeing director selection, orientation and evaluation;
  • ensuring balanced and understandable communication to stakeholders;
  • overseeing relationships with stakeholders of the company along sound governance principles;
  • ensuring that the company is playing its role as responsible corporate citizen; 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 for the implementation of the strategy and the ongoing management of the business.

Lewis Group has a unitary board structure consisting of six non-executive directors and two full-time, salaried executive directors. The board confirms that it has the appropriate mix of knowledge, skills, experience, diversity and independence to objectively discharge its governance role and responsibilities.

The board’s diversity policy is aimed at enhancing diversity. In 2023, the board retained the voluntary targets for female representation and racial diversity on the board at 30%.

Currently, 38% of board members are female and 38% are black in terms of the Broad- Based Black Economic Empowerment (B-BBEE) Act. Independent non-executive director Tapiwa Njikizana is Zimbabwean by birth and is therefore not included for purposes of the B-BBEE Act.

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Changes to the board of directors
Independent non-executive Brendan Deegan was appointed as a non-executive director and as a member of the audit, risk, remuneration and nominations committees in August 2022.

Directors appointed during the year are required to have their appointments ratified at the following AGM. The chairman is elected by the board at the board meeting following the AGM each year. Directors do not have a fixed term of appointment and are subject to retirement by rotation and re-election by shareholders at the AGM at least every three years. Directors are required to retire at the next AGM after they turn 70 unless the board decides at its discretion that a director may continue to hold office. Executive directors are subject to 12 to 24-month notice periods.

Independence of directors
Directors are required to annually evaluate their independence and declare their interests in other entities. They are further required to declare any conflicts of interest in relation to matters on the agenda at board meetings. The nominations committee further reviews the independence of all non-executive members when reviewing the composition of the board.

Non-executive director Adheera Bodasing previously provided consulting services to Lewis Stores through Polarity Consulting. These services were ended in 2021 and Adheera commenced a two-year “cooling-off” period before she can be classified as an independent non-executive director in 2024.

The board was satisfied that all directors exercise independent judgement and act in an independent manner.

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, chief executive officer and the company secretary. In addition, the chairman has individual sessions with each director where necessary.

There were no major concerns raised during the 2023 board evaluation. The evaluation concluded that the board was satisfied with its overall functioning and governance.

Chief financial officer and finance function evaluation
The Audit Committee conducted a formal written evaluation of the appropriateness of the expertise and adequacy of the resources in the finance function and the experience of the senior members of management responsible for the financial function.

The committee is satisfied that the expertise and experience of the chief financial officer and the finance function is appropriate to meet the required responsibilities of the position.

Company secretary
Marisha Gibbons was appointed as company secretary with effect from 1 June 2022. The company secretary acts as adviser to the board and plays a pivotal role in ensuring compliance with regulations, the induction of new directors and providing advice to directors on governance, compliance and their fiduciary responsibilities.

The company secretary acts as secretary for all board committees.

The directors have unrestricted access to the advice and services of the company secretary. They are entitled to seek independent professional advice at the company’s expense after consultation with the chairman of the board. No directors exercised this right during the year.

The board conducted a formal evaluation of the company secretary, as required by the JSE Listings Requirements. The directors are satisfied that the company secretary has the requisite competence, qualifications and experience to perform the role as set out in section 88 of the Companies Act of 2008.

The board is satisfied that it meets the King IV principle of having an arm’s length relationship with the company secretary and confirms that the company secretary is not a director of any of the Group companies and is not related to any of the directors. As such, the board confirms that an arm’s length relationship has been maintained between the board and the company secretary.

Governance structure
The board of directors has delegated specific responsibilities to five board committees and the management committee. The board committees are all chaired by independent non-executive directors. Each committee has a charter and a year plan, and the directors confirm that the committees have functioned in accordance with these written terms of reference during the financial year.