SPAR is a public company incorporated in South Africa and listed on the JSE Limited and accordingly adheres to the requirements of the Companies Act, and Regulations, as amended, the JSE Listings Requirements and the King IV Report on Corporate Governance™ for South Africa, 2016 (King IV).

The SPAR board is the custodian of corporate governance and plays a prominent role in the strategic development, risk management and sustainability processes of the group. The board understands that adhering to the highest standards of corporate governance is fundamental to the sustainability of the SPAR business, which business practices are conducted in good faith and in the best interest of the company and all its stakeholders.

The board supports the governance outcomes, principles and practices of King IV™ and applies the applicable principles of King IV™. Our disclosures in terms of King IV™ are fully integrated with our reporting elements and are aligned to the following clusters:

Principle Cluster


Leadership, ethics and corporate citizenship

Leadership report

Strategy, performance and reporting

Our strategy and business model

Governing structures and delegation

Our governance approach

Governance functional areas

Committee reports

Stakeholder relationships

Our material relationships

In addition to the information contained in this report, a King IV™ register is available online, summarising the principles and providing stakeholders with links and reference in support of the principles in one place.

Our corporate governance framework below illustrates the structures, processes and practices that the board use to direct and manage the group’s operations.

Board governance structure

The general powers of the board and the directors are conferred in the company’s Memorandum of Incorporation (MOI). Terms of reference for the board are set out in the company’s board charter which is reviewed annually by the board. The board charter sets out the powers and authority of the board and provides a clear and concise overview of the roles and responsibilities of board members.

The board has established standing committees, as set out in the governance framework to promote independent judgement, to assist with the balance of powers and to assist the board with effectively fulfilling its responsibilities in accordance with the provisions of its board charter. The different board committees are governed by a delegation of authority framework, which is reviewed annually and sets out the matters reserved for determination by shareholders, the board and those matters delegated to management and the executive committees.

The board is satisfied that the board’s governance structure is appropriate and that the governance and authority frameworks provide clarity and contribute to effective control and performance of the group.

To ensure conflicts of interest are avoided board members annually update the general disclosure of their personal financial interests in terms of the Companies Act and are reminded at the commencement of every board and committee meeting that they are required to declare any material personal financial interest that they may have in contracts entered into or authorised by the company.

Board composition

During the financial year under review, the board comprised 11 directors, four of whom are executive directors and seven of whom are independent non-executive directors. The board promotes diversity through a variety of attributes – knowledge, skills, experience, age, culture, race and gender. See the summary of the board’s diversity aspects below and read the board members profiles on here.

Non-executive directors bring an independent judgement to bear on issues of strategy, performance and resources and act in the interest of the company’s stakeholders whereas executive directors provide insight into the day-to-day operations and are responsible for implementing strategy and all operational decisions.

Information relating to the board’s diversity, independence and performance can be found in the Nomination Committee report here.

Committees of the board

The board delegates oversight of certain roles and responsibilities to committees of the board but understands that the delegation of its responsibilities will not by or of itself constitute a discharge of the board’s accountability. The board committees’ responsibilities and key focus areas are set out in each committees’ report.

Each committee is chaired by an independent non-executive director and has its own terms of reference. The terms of reference set out the committees’ composition, roles and responsibilities, functions and authority. The Committees report to the board at each board meeting and make recommendations in accordance with their terms of reference.

Committee members attendance is recorded here.

During the financial year under review, each committee conducted a self-assessment evaluation to measure its effectiveness and performance. The board is satisfied that the committees have fulfilled their responsibilities in respect of their respective terms of reference. An evaluation process is undertaken biennially and will again be undertaken in 2021.

The board from time to time may appoint and authorise ad hoc committees, comprising the appropriate board members, to perform specific tasks as required.

Committee reports are disclosed as follows:

Audit Committee report
Nomination Committee report
Remuneration Committee report
Risk Committee report
Social and Ethics Committee report

Attendance at board meetings

The board values independent judgement and requires that each board member prepare, participate and contribute at each meeting. Board members are provided with relevant information, including information on the group’s strategies, plans, and performance and are required to devote sufficient time and effort in preparation for meetings. Agendas of meetings are prepared by the Company Secretary in accordance with approved annual work plans and in consultation with the respective chairmen.

To continually improve non-executive directors’ understanding of the company’s operating divisions, a board meeting is held at least once a year at a distribution centre. Meetings held during the financial year under review were as follows:

  Board Audit Committee Remuneration Committee Nomination Committee Risk Committee Social and Ethics Committee
Number of meetings held 5 3 3 3 2 2
Attendance by directors            
Non-executive directors            
Mike Hankinson 5 n/a 3 3 n/a n/a
Lwazi Koyana1 1 n/a n/a n/a n/a n/a
Phinda Madi2 2 n/a n/a n/a n/a n/a
Marang Mashologu 5 3 n/a n/a n/a n/a
Phumla Nnganga 5 n/a 3 3 n/a 2
Harish Mehta 5 3 3 3 2 n/a
Andrew Waller 5 3 n/a n/a 2 n/a
Chris Wells 5 3 n/a n/a 2 2
Executive directors            
Graham O’Connor 5 n/a n/a n/a 2 n/a
Mark Godfrey 5 n/a n/a n/a 2 n/a
Wayne Hook 5 n/a n/a n/a n/a n/a
Roelf Venter 4 n/a n/a n/a n/a n/a
1 Lwazi Koyana was appointed 12 February 2019. Lwazi did not attend the August board meeting due to prior commitments arranged before his appointment to the board.
2 Phinda Madi retired on 12 February 2019

Executive Management

The CEO, Graham O’Connor is responsible for leading the implementation and execution of approved strategy, policy and operational planning and serves as the link between executive management and board. The CEO is accountable to the board and the board evaluates the CEO’s performance annually.

There are three executive committees, the SPAR Executive Committee, the BWG Group Executive Committee and the SPAR Switzerland Executive Committee. These committees are responsible for implementing the company’s strategy and carrying out the day-to-day activities of the group. The membership, qualifications and experience of the Executive Committee members are available here.

Company Secretary

All directors have access to the services and advice of the company secretary, Mandy Hogan (ACIS) who was assessed during the financial year under review as being competent, suitably qualified and experienced. The company secretary is not a director of the company and accordingly maintains an arm’s length relationship with the board.