Good governance is the cornerstone of the Board and committee structure. The Board recognises its leadership role and responsibility for the governance of the Group, always acting in the best interests of the Company. The Board sets the Company’s values and is responsible for establishing and maintaining a strong ethical culture throughout the Group.
The Board performs its governance responsibilities within a framework of policies, procedures and controls which provide for effective risk assessment and management of the economic, environmental and social performance of the Group. The Board’s responsibilities are outlined in its charter, duly reviewed annually, which is aligned with the recommendations of King IVTM and consistent with the memorandum of Incorporation of the Company (“MOI”). Mandates, charters and terms of reference governing the Board and its committees are available from the Company Secretary.
Shareholders are required to elect the members of the audit and risk committee, which is a statutory committee in terms of the Companies Act, No 71 of 2008, as amended (“the Companies Act”) at the annual general meeting (“AGM”). Likewise, the members of the social, ethics and transformation committee, which is also a statutory committee, are appointed annually by the Board of the Company.
The Board of Directors meets a minimum of four times a year and met four times in the period between 1 March 2020 and 28 February 2021. Additional meetings are convened as necessary. Board packs are distributed prior to the meetings.
The Board comprises four independent non-executive directors, one non-executive director and two executive directors. The chairperson is an independent non-executive director.
The chairperson and the nominations committee ensure the overall effectiveness of the Board and its committees; that the Board provides effective leadership, maintains ethical standards and is responsible, accountable, fair and transparent; and that strategies are developed and implemented to achieve sustainable economic, social and environmental performance.
The chairperson encourages constructive debate and discussion within the Board through a culture of openness and constructive challenge.
Board members are accountable to shareholders and owe a duty of care and diligence to the Company. They act in the best interests of the Company and its shareholders. To fulfil their role, Board members participate in rigorous and constructive debate and discussion. Directors are able to take independent advice (at the Company’s expense and after following an appropriate procedure) to ensure proper execution of their responsibilities.
The Board responsibilities include:
Duncan obtained his BCompt (Hons) while serving articles with Morrison Murray in Durban. He gained valuable experience in a manufacturing and distribution environment servicing the retail and fast-moving consumer goods industry and progressed to Chief Financial Officer and shareholder of the group of companies. Duncan joined Scooters Pizza in 2000 and has been a member of the Board of Directors of Scooters Pizza since 2001 and the Group since inception. He was appointed Chief Operating Officer of NWJ Fine Jewellery in September 2009 and, subsequently, Chief Executive Officer in April 2010. Following the acquisition of Arthur Kaplan in December 2014, Duncan was appointed Chief Executive Officer of the Jewellery and Watch Division. In April 2014 he was appointed to the Board of the Jewellery Council of South Africa and served on the Jewellery Council’s executive committee from February 2012 to 2014. Duncan has been instrumental in the successful management and control of the significant growth of the Group over the past 20 years. He is a member of the executive and investment committee and chairs the Jewellery and Watch Division management committee.
Hannes is a qualified Chartered Accounted (CA(SA)) and is an experienced CFO with a strong track record in implementing financial best practice and systems at companies such as Strate and Mix Telematics.
In the past 25 years, Hannes held various positions which include being CFO, Financial Director, Company Secretary and Head of Finance.
Zukie was previously the Chief Executive Officer for Thebe Capital. She also previously held senior roles at Barclays and Old Mutual. She serves on a number of boards, including Growthpoint Properties, African Phoenix Investments and Stangen. Zukie previously served on the boards of Shell SA, Safripol, Altech Netstar, Vodacom, Combined Motor Holdings, Compass Group, JLT Insurance, Thebe Unico and Thebe Energy. Her diverse professional experience in areas such as finance, mergers and acquisitions, corporate governance, strategy, restructuring, investment management, business development, sales and distribution adds value to businesses.
Zukie is a chartered accountant (CA(SA)) and a chartered management accountant (UK), who was ranked top student in South Africa on completion. She holds a Bachelor of Accountancy degree from Witwatersrand University and an MBA from the Gordon Institute of Business Science. She has completed executive programmes from Harvard, Insead and Oxford and won many industry awards.
Adrian is a partner at Protea Asset Management LLC (“Protea”) and has extensive experience in managing investment firms focussed on controlling ownership stakes in both private and public companies. He holds the Chief Financial Officer and president titles for Protea. Before joining Protea, Adrian was Chief Operating Officer and Chief Compliance Officer of Leonard Green & Partners, LP, a Los Angeles based private equity firm. He holds an MBA from Harvard Business School (2003) and a Bachelor of Business Administration degree from the University of Nebraska (1996). Adrian is also a Certified Public Accountant. He currently serves as a non-executive director of Conduit Capital Limited.
Leah is an entrepreneur and management consultant with a people centric focus, specialising in communications and culture change management and public relations, creating meaningful brand building strategies that bring consumers closer to the brand values – how consumers feel, know and experience the brand. Her career spans over two decades across various industries. She founded New Age Events in 1998 and is the founder of The Park House of Events on 7 and Brand Tribe Society, an executive coaching consulting firm. Leah works primarily with leaders of blue-chip organisations across South Africa, high potential individuals, and entrepreneurs. She brings business sensibility, strategic insight, creative flair, and consumer perspectives to her clients.
Lauren is an entrepreneur and management consultant with over 15 years’ experience in brand development, consumer and luxury goods and retail operations. She is the founder of Kids Emporium, a network of baby stores across South Africa offering leading brands for clothing, maternity wear, accessories, toys, gifts, furniture and travel systems. Lauren is also the founder of Cloudburst, a creative design agency, and Baby Meets World, a management consultant company that provides executive leadership and business model operations optimisation services to her clients, primarily in the high-end South African retail industry.