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21 Years Young<br />

<strong>Annual</strong> <strong>Report</strong> 2004


Our vision, philosophy and profile ....................................... 2<br />

Financial performance ......................................................... 4<br />

Corporate objectives and opportunities ............................... 5<br />

Brands and their operational areas ...................................... 6<br />

Directors and management ............................................... 10<br />

2 1 Y E A R S Y O U N G<br />

1 9 8 3 -<br />

2 0 0 4<br />

<strong>Group</strong> value added statement ........................................... 13<br />

Executive chairman’s report ............................................... 14<br />

Social citizenship ............................................................... 23<br />

Chains .............................................................................. 29<br />

Corporate services.............................................................. 41


In only 21 years, <strong>JD</strong> has grown from one store to one of the most successful<br />

and profitable retailers in South Africa. As we celebrate our 21st birthday,<br />

the dream of the <strong>JD</strong> <strong>Group</strong> is very much alive in all of our hearts. Our<br />

philosophies and values remain true. It’s about satisfying the consumer and<br />

making an acceptable profit by developing our people and being innovative<br />

in all we do; in merchandising and marketing, developing supplier alliances<br />

based on sound business principles, by constantly developing management<br />

and leadership skills, and by never forgetting about the world around us and<br />

our responsibility to the planet and the communities we live in.<br />

1


Our vision is to be World Class in our fields of expertise<br />

PHILOSOPHY<br />

To lead the industry by satisfying our customers’ needs and our<br />

stakeholders’ expectations through the delivery of consistent, acceptable<br />

profit growth, which will be achieved globally by:<br />

■ being innovative in everything we do<br />

■ continuous and consistent development and optimisation of customer<br />

and supplier relationships based on sound levels of service, values,<br />

ethics and business principles<br />

■ the ongoing development of our people<br />

■ the continuous enhancement of management and leadership skills<br />

■ remaining conscious of our social responsibility<br />

2


PROFILE<br />

<strong>JD</strong> <strong>Group</strong>, a mass consumer financier, is South Africa’s leading differentiated<br />

furniture retailer operating through eight chains in southern Africa and one<br />

in Poland. It is listed on the JSE Securities Exchange in the Cyclical services:<br />

General Retailers – Hardlines Sector and on the Namibian Stock Exchange –<br />

Retail Sector.<br />

Each chain is positioned in the marketplace in a differentiated way with a<br />

specific focus on a market segment, own brand identity and store layout,<br />

merchandise range and market profile.<br />

All eight South African chains offer a wide range of value for money,<br />

differentiated quality furniture, appliances, home entertainment and<br />

consumer finance products supported by a high level of personal service.<br />

Hi-Fi Corporation and Electric Express qualify as typical category specialists<br />

due to the focused product range they offer.<br />

The <strong>JD</strong> <strong>Group</strong> covers the mass market through its eight South African chains<br />

with a mass merchandise focus.<br />

<strong>JD</strong> <strong>Group</strong> services the mass market through a total of 952 (2003: 978)<br />

stores, including 36 (2003: 26) stores in Poland, generating annual<br />

revenue of R9,1 billion (2003: R6,0 billion) and an annual cash inflow of<br />

some R8,4 billion (2003: R5,1 billion) from trading activities.<br />

3


Financial performance<br />

Financial performance<br />

Over 21 years, a pioneering spirit has fuelled the <strong>Group</strong>’s growth,<br />

both organic and by acquisition. Today, <strong>JD</strong> <strong>Group</strong> is synonymous<br />

with innovation in retailing and financial services.<br />

31 August 31 August<br />

2004 2003<br />

Revenue Rm 9 056 5 966<br />

Income attributable to shareholders Rm 790 449<br />

Total assets Rm 7 739 7 185<br />

Shareholders’ equity Rm 4 008 3 392<br />

Gearing ratio % – 26,3<br />

Operating margin % 14,0 12,5<br />

Headline earnings per share cents 522,0 340,5<br />

Cash equivalent dividends per share cents 240,0 110,0<br />

Net asset value per share cents 2 330,1 2 033,0<br />

Return on assets managed % 24,1 18,1<br />

Return on average shareholders’ equity % 21,4 16,9<br />

Note: Definitions of the terms above are reflected in the <strong>Annual</strong> Financial Statements<br />

2004 book.<br />

4<br />

Revenue (R million)<br />

2 205<br />

95<br />

2 479<br />

96<br />

2 726<br />

97<br />

2 896<br />

98<br />

*Proforma 12 months<br />

3 016<br />

99<br />

3 429<br />

00*<br />

Headline earnings per share (cents)<br />

86,1<br />

95<br />

119,1<br />

96<br />

137,7<br />

97<br />

185,7<br />

98<br />

243,0<br />

99<br />

Net asset value per share (cents)<br />

699,0<br />

95<br />

799,1<br />

96<br />

917,2<br />

97<br />

1 085,0<br />

98<br />

1 305,0<br />

99<br />

293,7<br />

00*<br />

1 541,5<br />

00*<br />

3 788<br />

01<br />

353,2<br />

01<br />

1 695,9<br />

01<br />

4 083<br />

02<br />

226,5<br />

02<br />

1 715,1<br />

02<br />

5 966<br />

03<br />

340,5<br />

03<br />

2 033,0<br />

03<br />

9 056<br />

04<br />

522,0<br />

04<br />

2 330,1<br />

04


Corporate objectives and opportunities<br />

Customers<br />

To develop a “customer centric” culture, committed to providing<br />

real value for money and excellence of service, thereby ensuring<br />

customer satisfaction and loyalty.<br />

Profit and growth<br />

To be a desired investment for all investors as a result of above<br />

average performance and consistent growth.<br />

Our people<br />

To be the most sought after employer by providing ongoing<br />

development and training for all our people, thereby creating<br />

a career orientated environment allowing our people to share<br />

in the <strong>Group</strong>’s success.<br />

Suppliers<br />

To deal transparently with all suppliers on the basis of sound<br />

business principles, thereby ensuring that long lasting alliances<br />

are maintained for our mutual benefit.<br />

Innovation<br />

To be innovative in all our business activities, thereby satisfying our<br />

desire to provide better service.<br />

Social responsibility<br />

To meet our social responsibilities through providing a better life<br />

for the disadvantaged and less fortunate members of the<br />

communities in which we trade.<br />

The environment<br />

To manage the environmental impacts of our activities<br />

by complying with all relevant safety, health and environmental<br />

legislation and by enhancing awareness amongst our employees.<br />

Management and leadership<br />

To develop the leadership potential amongst us, together with the<br />

ongoing enhancement of our managerial skills, thereby ensuring<br />

ongoing success.<br />

5<br />

Global aspirations<br />

The <strong>Group</strong> owns 100% of the equity in Abra, operating in<br />

Poland. Abra is positioned to grow its store base to 50 within<br />

the next two years.<br />

Solid foundation<br />

The eight southern African chains have collectively traded for<br />

446 years, or an average of 56 years per chain. The longest<br />

established chain, Barnetts, has now traded for 108 years; followed<br />

by Bradlows 101; Morkels 67; Russells 61; Electric Express 46;<br />

Joshua Doore 31; Price ’n Pride 21 and Hi-Fi Corporation 11.<br />

Abra has traded in Poland for 14 years.<br />

Extensive data network<br />

The <strong>Group</strong> processes some 465 million transactions each year<br />

from 1 110 sites via its satellite based communications network<br />

(V-Sat) and terrestrial lines. The <strong>Group</strong> administers in excess<br />

of 1,7 million current customer accounts and has approximately<br />

11,6 million paid up customers on its database. The average cash<br />

inflow from customers approximates R28 million per day.<br />

Sales<br />

<strong>Annual</strong>ly, the <strong>Group</strong> distributes over 156 million catalogues to<br />

customers and potential customers and in excess of 7,4 million<br />

club magazines to club members. Our inventory system<br />

facilitated the processing of 2,95 million line items sold<br />

across 164 departments and sub-departments.<br />

Products and services<br />

The <strong>Group</strong> will continue to pursue opportunities with the<br />

introduction of innovative products and services.


Brands and their operational areas<br />

Furniture retailer serving the mass<br />

market in Poland (equivalent to new<br />

universal LSM 5 to 8)<br />

Specialist appliances and home<br />

entertainment retailer selling for cash<br />

and on terms at discount prices in<br />

dynamically displayed stores to the<br />

middle mass market (equivalent to new<br />

universal LSM 5 to 6)<br />

Offers branded appliances, home<br />

entertainment, computers and quality<br />

furniture on affordable terms<br />

(equivalent to new universal<br />

LSM 4 to 8)<br />

Household merchandise and appliances<br />

retailer selling entry level and middle of<br />

the range products in predominantly<br />

rural areas (equivalent to new universal<br />

LSM 3 to 6)<br />

Retails electronic goods and household<br />

appliances to the mid to upper end of<br />

the consumer market (equivalent to<br />

new universal LSM 6 to 10)<br />

Furniture and appliances retailer serving<br />

the lower end of the middle mass<br />

market in the rural and urban<br />

communities (equivalent to new<br />

universal LSM 4 to 6)<br />

6<br />

Established national retailer selling<br />

quality branded furniture, appliances<br />

and home entertainment products to<br />

the aspirational upper middle mass<br />

market (equivalent to new universal<br />

LSM 4 to 8)<br />

The largest furniture and appliance<br />

discounter in southern Africa selling to<br />

the middle mass market (equivalent to<br />

new universal LSM 4 to 6)<br />

Branded furniture and appliances<br />

retailer serving the middle to upper<br />

mass market in metropolitan and urban<br />

areas (equivalent to new universal<br />

LSM 4 to 7)


Abra<br />

Barnetts<br />

Bradlows<br />

Electric<br />

Express<br />

Hi-Fi<br />

Corporation<br />

Joshua<br />

Doore<br />

Morkels<br />

Price ‘n<br />

Pride<br />

Russells<br />

Other<br />

Total<br />

GAUTENG<br />

KWAZULU-NATAL<br />

WESTERN CAPE<br />

MPUMALANGA<br />

LIMPOPO<br />

EASTERN CAPE<br />

NORTH WEST<br />

35 12 22 10 10 11 6 7 1 114<br />

222 113 99 102 97 83 72 68 23 21 6 1 2 7 36 952<br />

7<br />

FREE STATE<br />

NORTHERN CAPE<br />

BOTSWANA<br />

LESOTHO<br />

NAMIBIA<br />

SWAZILAND<br />

MOZAMBIQUE<br />

POLAND<br />

TOTAL<br />

36 36<br />

14 14 21 25 13 8 4 1 100<br />

27 12 11 9 9 8 7 1 84<br />

8 1 3 1 1 1 1 1 17<br />

36 17 20 16 10 14 11 17 5 146<br />

32 16 14 10 10 9 10 5 3 4 113<br />

20 14 6 10 22 11 15 11 3 6 118<br />

50 27 34 23 11 15 14 16 9 199<br />

16 2 7 25


Lets go back 21 years<br />

when the world lost<br />

one of its finest<br />

musical talents<br />

Stock markets are<br />

crashing around us<br />

and Aids is first<br />

acknowledged as the<br />

chilling threat it is<br />

1984<br />

1983<br />

21 years ago a path was set. A future dreamed.<br />

Destined to be fulfilled.<br />

On the 27th of July 1983, Price ’n Pride opened its first store. The seed of a dream was<br />

planted that would change the face of retailing in South Africa. From humble beginnings,<br />

we had no idea how great the dream was or how great the reality would become.<br />

Personal computers<br />

hit our desks and in 1984<br />

Apple Macintosh introduced the<br />

computer that promises 1984<br />

isn’t going to be like 1984 . . .<br />

1987<br />

After 21 years we have only just begun<br />

1985<br />

8<br />

We believed in people from the start. This is why in a Price ’n Pride<br />

warehouse in 1985, the Freedom School was set up, later to become<br />

the highly respected St Enda’s Community College in Joubert Park.<br />

A spirit of giving that set the scene for our future.<br />

In 1987 Joshua Doore introduces catalogue selling<br />

– an innovative first, bringing value, comfort and<br />

lifestyle to the platteland people.<br />

This sees warehouses, transport and advertising being<br />

optimised, making the bottom line look sexy.<br />

And hats off to our people and their passion because<br />

operating income before interest rises from a mere<br />

R500 thousand to a staggering R9 million.


By 1986 trains can travel<br />

faster than a speeding bullet<br />

George Bush is elected<br />

as the 41st president of the<br />

United States . . .<br />

1988<br />

1986<br />

Three years after our first doors open,<br />

Joshua Doore is acquired and later that<br />

year on the 18th of August the business<br />

is listed on the Johannesburg Stock<br />

Exchange at a share price of R2,75.<br />

The dream begins to grow and we share<br />

our success by forming socially responsible<br />

organisations like the Mitzvah School,<br />

providing tutoring for the underprivileged<br />

Matric students from Alexandra.<br />

In 1988, another acquisition heralds more change and we welcome Bradlows<br />

and Score.<br />

We continue to invest in our prime assets – our people, introducing a minimum<br />

salary of R500 for employees . . . a first in the industry.<br />

Our new acquisition means our debtors book doubles. Our people buy into our<br />

dream, and thanks to their commitment and hard work, bad debts drop by an<br />

astonishing 70%!<br />

9


Executive directors<br />

David Sussman (56) Mias Strauss (52) Jan Bezuidenhout (49)<br />

Gerald Völkel (44) Johan Kok (53)<br />

These five executive directors of the <strong>Group</strong> and<br />

the four members of the executive management<br />

are members of Sustein Management (Pty) Ltd,<br />

the <strong>Group</strong>’s management company. Together,<br />

they comprise the executive team which<br />

manages the affairs of the <strong>Group</strong>.<br />

10<br />

Executive directors<br />

David Sussman (56)<br />

BCom<br />

Executive chairman<br />

Appointed 1 April 1986.<br />

Appointed chairman in February 1989.<br />

31 years’ experience in furniture retail.<br />

Founded the <strong>Group</strong> in 1983.<br />

Mias Strauss (52)<br />

Chief executive officer<br />

Appointed 1 December 1993.<br />

Responsible for <strong>Group</strong> operations.<br />

34 years’ experience in furniture retail.<br />

Joined Russells in 1971 and appointed<br />

chief executive of that chain in 1989.<br />

Jan Bezuidenhout (49)<br />

BCom LLB<br />

Director – Corporate services<br />

Appointed 16 March 1994.<br />

Responsible for <strong>Group</strong> strategic planning,<br />

investor liaison and corporate legal and<br />

statutory services.<br />

13 years’ experience in merchant and<br />

corporate banking and 11 years’ experience<br />

in furniture retail.<br />

Gerald Völkel (44)<br />

BAcc CA(SA)<br />

<strong>Group</strong> financial director<br />

Appointed 2 April 2001.<br />

Joined the <strong>Group</strong> in November 1995.<br />

15 years’ experience in auditing and<br />

nine years’ experience in furniture retail.<br />

Johan Kok (53)<br />

Chief operating officer<br />

Appointed 1 March 2004.<br />

Joined the <strong>Group</strong> in 1984.<br />

Became chief operating officer in 1996.<br />

33 years’ experience in retail.


Executive management<br />

Arie Neven (45) Athol Beeforth (57) Mark Richards (46)<br />

Vivian Horn (53)<br />

Executive management<br />

Arie Neven (45)<br />

Chief executive operating divisions –<br />

Barnetts, Joshua Doore, Morkels and<br />

Price ’n Pride.<br />

24 years’ experience in furniture retail.<br />

Athol Beeforth (57)<br />

BCom CA(SA)<br />

Chief executive operating divisions –<br />

Bradlows, Electric Express,<br />

Hi-Fi Corporation and Russells.<br />

32 years’ experience in furniture retail.<br />

Mark Richards (46)<br />

CA(SA) ACA<br />

<strong>Group</strong> executive – Corporate support<br />

services<br />

19 years’ experience in auditing and<br />

seven years’ experience in furniture retail.<br />

Vivian Horn (53)<br />

<strong>Group</strong> executive – Sales<br />

33 years’ experience in furniture retail.<br />

11


Non-executive directors<br />

pic to come<br />

Dr Len Konar (50) Maureen Lock (55) Mervyn King SC (67)<br />

Martin Shaw (66) Ivan S Levy (66)<br />

12<br />

pic to come<br />

Independent non-executive<br />

directors<br />

Dr Len Konar (50)<br />

BCom HDip Acc MAS Cert Tax Law DCom<br />

CA(SA)<br />

Director of companies<br />

Appointed 19 July 1995.<br />

Chairman of the risk management<br />

committee and member of the audit,<br />

nominations and remuneration committees.<br />

Maureen Lock (55)<br />

BCom CA(SA)<br />

Director of companies<br />

Appointed 2 April 2001.<br />

Mervyn King SC (67)<br />

BA LLB (cum laude) HDip in Tax Law<br />

Chairman of the King Committee on<br />

Corporate Governance and director<br />

of companies<br />

Appointed 2 May 1995.<br />

Chairman of the audit committee and<br />

member of the nominations and<br />

remuneration committees.<br />

Martin Shaw (66)<br />

CA(SA)<br />

Consultant and director of companies<br />

Appointed 1 June 2001.<br />

Member of the risk management, audit,<br />

nominations and remuneration committees.<br />

Non-executive director<br />

Ivan S Levy (66)<br />

Dip Law<br />

Attorney and director of companies<br />

Appointed 1 December 1994.<br />

Chairman of the nominations and<br />

remuneration committees and chairman<br />

of the board of trustees of the <strong>Group</strong>’s<br />

retirement funds.


<strong>Group</strong> value added statement<br />

13<br />

2004 2003<br />

Rm % Rm* %<br />

Revenue 9 056 5 966<br />

Investment income 24 15<br />

Interest received 62 49<br />

9 142 6 030<br />

Cost of merchandise, services and expenses (6 370) (4 195)<br />

Value added 2 772 100,0 1 835 100,0<br />

Distributed as follows:<br />

Employees<br />

Salaries, commissions and other benefits<br />

Government<br />

Taxation, assessment rates and<br />

1 296 46,8 933 50,8<br />

regional services council levies 179 6,5 47 2,6<br />

Providers of capital 622 22,4 363 19,8<br />

Distribution to shareholders 415 15,0 160 8,7<br />

Finance costs 207 7,4 203 11,1<br />

Reinvestment in the <strong>Group</strong> 675 24,3 492 26,8<br />

To provide for depreciation 94 3,4 67 3,7<br />

To provide for deferred taxation 206 7,4 136 7,4<br />

Reinvested for expansion 375 13,5 289 15,7<br />

2 772 100,0 1 835 100,0<br />

Statement of money exchanges with government<br />

Assessment rates and taxes 16 13<br />

Company taxes 148 24<br />

Employees’ tax deducted from remuneration paid 164 112<br />

Net value added tax and general sales tax (refunded)/collected 69 (4)<br />

Regional services council levies 15 10<br />

412 155<br />

Value added is the amount of wealth the <strong>Group</strong> has created by purchasing and selling its merchandise. The statement above shows how this<br />

wealth has been distributed. The calculation takes into account the amounts retained and reinvested in the <strong>Group</strong> for the replacement of<br />

assets and development of operations.<br />

* Restated


Executive chairman’s report<br />

14<br />

David Sussman: Executive Chairman<br />

“A clearly defined strategy makes the job easier, the direction<br />

is clear and the critical issues are known. It frees management<br />

to maximise the process and anticipate the future.”<br />

Michael Robert


■ Revenue up by 52% to R9,1 billion<br />

■ Operating income up by 69% to R1,3 billion<br />

■ Headline earnings per share up by 53%<br />

to 522,0 cents<br />

■ No gearing<br />

Achieving the goals is then all about effective implementation.<br />

Operating environment<br />

The favourable economic conditions in the local durables retail<br />

market prevailed throughout the financial year. The benefits<br />

flowing from the real growth in consumers’ disposable income has<br />

materially reduced the credit risk profile of the <strong>Group</strong> and has<br />

further enhanced the cash generated.<br />

Financial overview<br />

The comparative figures for the year to 31 August 2003<br />

(“comparative period” or “2003”) only included the results of<br />

the ex-Profurn Limited (“Profurn”) stores for the five months from<br />

23 April 2003.<br />

Revenue increased by 52% to R9,1 billion (2003: R6,0 billion),<br />

the sale of merchandise increased by 61% to R6,1 billion<br />

(2003: R3,8 billion). The increase in revenue represents like on like<br />

growth of 16% in the historical operations in southern Africa and<br />

17% in the acquired businesses. Sale of merchandise constituted<br />

68% of total revenue (2003: 64%), with the remainder being<br />

finance charges, financial and other services.<br />

Southern African revenue contributed 97% of total revenue<br />

(2003: 95%). Abra grew revenue in Zloty terms by 26%.<br />

Credit sales accounted for 50,4% of total sales (2003: 62,0%),<br />

considerably lower than the corresponding period. This is largely<br />

attributable to the inclusion of Hi-Fi Corporation for the full year<br />

which is a cash business and also to an increase in cash sales in the<br />

other chains.<br />

15<br />

It is most gratifying to note that the <strong>Group</strong> was able to increase<br />

overall product margin to 32,3% (2003: 31,6%) notwithstanding<br />

the inclusion of Hi-Fi Corporation which operates as a discounter<br />

working on lower margins. Stock markdowns of R49 million<br />

(2003: R38 million) were incurred due primarily to product<br />

deflation. Retail prices of electrical goods declined by 11% due to<br />

the strength of the rand and a decline in US dollar prices. This<br />

impacted on Hi-Fi Corporation as well as the electrical goods<br />

component of our credit chains in southern Africa. Furniture<br />

inflation during the past financial year was 1%.<br />

Finance charges earned increased by 31% over the comparable<br />

period to R1,5 billion. Financial services, which includes all the<br />

<strong>Group</strong>’s insurance offerings, increased by 44% to R1 095 million.<br />

This combined contribution to revenue is relatively lower due to<br />

the lower credit sales to revenue ratio and the lower interest rate<br />

environment.<br />

Operating expenses grew by 37% to R3,5 billion. The increase in<br />

southern African costs was largely due to the inclusion of Profurn<br />

for the full year.<br />

The R306 million operating loss reflected under corporate in the<br />

segmental analysis includes expenses of R65,3 million relating to<br />

both historic and acquired operations which are of a non-recurring<br />

nature and therefore cannot be allocated to the individual chains<br />

without distorting the ratios.


Executive chairman’s report continued<br />

Operating income grew by 69% to R1,3 billion with the operating<br />

margin improving to 14,0% from 12,5%.<br />

Headline earnings increased to R871 million (2003: R453 million).<br />

Headline earnings per share rose by 53% to 522,0 cents<br />

(2003: 340,5 cents).<br />

Net instalment sale receivables only grew by 1,2% to R4,5 billion.<br />

This negligible increase is due to higher deposits, improved<br />

payment patterns and the write-off of already fully provided for<br />

accounts which have been transferred to Blake & Associates<br />

Holdings (Pty) Ltd (“Blakes”). Total provisions as a percentage of<br />

gross instalment sale receivables stand at 28,9% (2003: 31,9%).<br />

The <strong>Group</strong> continues to insure its South African instalment sale<br />

receivables.<br />

Bad debts written off in the historical operations increased from<br />

5,9% to 6,9% of gross receivables. In addition, an amount of<br />

R101 million of fully provided for accounts from the historic chains<br />

has been transferred to Blakes thus enabling us to focus our<br />

attention on the front end of the book. This amount is reflected<br />

under corporate in the segmental analysis. This increases the bad<br />

debts written off in the historical book to 9,1%. An amount of<br />

R107 million relating to bad debts written off on instalment sale<br />

receivables arising at the date of acquisition of Profurn is disclosed<br />

in the segmental analysis under corporate. This amount was<br />

provided for at the time of the acquisition. This write off brings the<br />

quality of the instalment sale receivables acquired in line with that<br />

of the historic operations. Receivables’ arrears represented 12,5%<br />

of gross receivables, down from 17,4% at the last year end. It is<br />

significant to note that the rand amount of arrears reduced from<br />

R1,14 billion to R798 million. The average length of the book<br />

declined to 14,3 months.<br />

The <strong>Group</strong> has now finalised the fair values of the assets and<br />

liabilities acquired on the acquisition of Profurn. The amount<br />

of R329 million initially allocated as a provisional trademark,<br />

has been adjusted to R193 million which now reflects the amended<br />

allocation of the acquisition values. The impact of this restatement<br />

on the amortisation of trademarks is a reduction of R5,7 million in<br />

the current year. The amortisation period remains 10 years from the<br />

effective date of acquisition. The amortisation charge for future<br />

years would therefore approximate R19,3 million per annum.<br />

16<br />

Notwithstanding significant increases in sales, inventories<br />

increased marginally by 6,1% on the previous year.<br />

The <strong>Group</strong> currently has no gearing (2003: 26%). Cash generated<br />

by trading increased to R1,45 billion (2003: R816 million). This<br />

includes a net amount of R208 million collected on closed books<br />

of the acquired operations. Working capital cash requirements<br />

declined from R108 million to R38 million.<br />

Operational overview<br />

The past year saw significant focus being placed on the<br />

differentiation of our brands in order to capture as much of our<br />

target market as possible and at the same time to minimise<br />

competition between our own brands. Our direction has never been<br />

clearer and the critical issues enjoy top of mind awareness. Our<br />

strategy of maximising the potential of our brands through<br />

satisfying the changing needs of our customers is entrenched at all<br />

levels of our organisation.<br />

The <strong>Group</strong> now administers in excess of 1,7 million current<br />

customer accounts.<br />

President Dwight Eisenhower once said, ”wars are won in the<br />

planning room, not on the battlefield”. The successes achieved<br />

over the past year are clear indications of the direction of our<br />

strategy. However, we see ourselves at the beginning of this<br />

journey and very real value is still to be unlocked, the benefits of<br />

which will impact on the short, medium and long term.<br />

The spread of our brands and their clearly defined positioning<br />

obviously reduces risk to all investors and stakeholders. This is<br />

illustrated in the arrear profiles of the respective brands. Reduced<br />

risk enables our universal brands to work on lower product margin<br />

without this impacting on profitability.<br />

A total of 19 stores were closed in the BLNS countries. The <strong>Group</strong><br />

is in the process of disposing of all 7 stores in Mozambique. These<br />

closures represent the Profurn legacy stores which were<br />

highlighted in the prior year’s segmental analysis as operations to<br />

be integrated, disposed of or discontinued.<br />

BoConcept<br />

In June we sold the master licence for “BoConcept UK”, 3 stores<br />

and the contracts division back to the Danish parent company. In<br />

addition we assigned another 2 leases and put the balance of the


“Wars are won in the planning room,<br />

not on the battlefield.”<br />

business, which was in effect 3 remaining leases, into voluntary<br />

liquidation on 29 October 2004. We remain convinced that<br />

BoConcept is an excellent retail format. The fact that we were not<br />

able to resolve our problems with Club 8 is in no way a reflection<br />

on the integrity and commitment of that company. With the best<br />

will in the world they were unable to fulfil their obligation in terms<br />

of the “Supply Agreement”. Notwithstanding our exiting<br />

BoConcept, we wish Club 8 every success in the future.<br />

Abra<br />

Our Polish operation is now on a sound footing and ready to<br />

grow. The task that lies ahead is the opening of stores and the<br />

development and training of our people. While much has been<br />

achieved on the “people” side, we have a long way to go before<br />

we can say that the Polish team has the skills, confidence and<br />

motivation to maximise the potential of that market.<br />

We intend to use Poland as a springboard into central and Eastern<br />

Europe. However we need a sustainable, profitable business in<br />

Poland before we can consider the next move.<br />

Nedcor Alliance<br />

During November 2004 a joint decision was taken to terminate<br />

the Alliance with effect from 19 November 2004. This termination<br />

will not have any material financial effect on either party. <strong>JD</strong> <strong>Group</strong><br />

has had various approaches from other financial institutions<br />

President Dwight Eisenhower<br />

17


Executive chairman’s report continued<br />

to make use of our credit expertise and the extensive footprint<br />

we enjoy. A further announcement will be made in this regard<br />

in due course.<br />

Blakes<br />

The <strong>Group</strong> announced on 12 August 2004 that it would acquire<br />

half of Unifer Holdings Limited’s (“Unifer”), (a wholly owned<br />

subsidiary of ABSA Bank Limited) stake in Blakes, a company with<br />

comprehensive debtors management capabilities. Subsequent to<br />

that announcement <strong>JD</strong> <strong>Group</strong> and Unifer jointly acquired a further<br />

5% shareholding from a minority shareholder, which brings<br />

our holding to 27,5%. Competition Tribunal approval was only<br />

obtained in October 2004 following which, the purchase<br />

consideration was paid.<br />

Blakes has a significant call centre operation. The 1 000 seat<br />

call centre situated near Durban utilises the latest technology,<br />

inhouse developed software and two predictive dialler platforms.<br />

This provides a scalable platform from which <strong>JD</strong> <strong>Group</strong> can<br />

leverage its direct marketing initiatives to its existing and new<br />

customer bases.<br />

Corporate governance<br />

<strong>JD</strong> <strong>Group</strong> complies with the Code of Corporate Practices and<br />

Conduct as set out in the King II <strong>Report</strong> on Corporate Governance<br />

and the JSE Securities Exchange South Africa Listing Requirements.<br />

Triple bottom line<br />

The <strong>Group</strong> remains committed to support HIV/Aids interventions,<br />

sound labour relations, enhanced skills training and the<br />

development of our people in an environment which allows<br />

employees to develop to their fullest potential. Black economic<br />

empowerment within our South African communities remains an<br />

integral part of the <strong>Group</strong>’s strategy.<br />

Directorate<br />

Mr JHC Kok was appointed as an executive director with effect<br />

from 1 March 2004.<br />

Prospects<br />

This <strong>Group</strong> has never been better positioned to take full<br />

advantage of the prevailing consumer confidence and the<br />

buoyant trading conditions that lie ahead. The recently<br />

18<br />

announced commitment by government to infrastructural<br />

development will most certainly extend this trading cycle. The<br />

“peoples’ contract” overwhelmingly endorsed by this country’s<br />

people in the last election enables our government to steam<br />

ahead with the eradication of poverty and the creation of a better<br />

future for all. Furthermore, South Africa’s winning of the bid for<br />

the FIFA Soccer World Cup in 2010 will bring about a “pulling<br />

together” of all our people, the likes of which has never been<br />

experienced before. As we get closer to 2010 we will enjoy more<br />

and more of the international focus. We have every confidence<br />

that we will live up to the high expectations that South Africa as<br />

a country has created.<br />

The consumers’ indebtedness to their disposable income is at a<br />

very acceptable level. The progressive fiscal policies of the<br />

authorities have done much to instil a greater degree of<br />

confidence within South Africa and with the world at large. We as<br />

a country are doing so many things right. If the trading of the first<br />

two months of the new financial year are anything to go by, we<br />

can look forward to an outstanding 2005.<br />

Whilst we expect compliance with the new Consumer Credit Bill<br />

to increase costs, it will most certainly enhance transparency and<br />

do much to protect the end consumer against reckless lending.<br />

The team<br />

An organisation can have all the blue sky thinking but unless it is<br />

supported by impeccable implementation, it amounts to naught.<br />

Mias Strauss, our chief executive officer, supported by our chief<br />

operating officer, Johan Kok and his very able team, enable me to<br />

say with absolute conviction that these results reflect only the<br />

beginning of great things to come. Gerald Völkel, the <strong>Group</strong>’s<br />

financial director together with his team of people have once<br />

again defied the odds, still having to live with the inadequacies of<br />

the old Profurn IT platform. Jan Bezuidenhout with his corporate<br />

services portfolio has ensured that our net cost of funding remains<br />

substantially below best borrowing rates. His interaction with the<br />

investor community enables existing shareholders and prospective<br />

shareholders to make investment decisions in our <strong>Group</strong> with the<br />

confidence and knowledge that what they see is real. It is not


possible for me to mention by name all our other handpicked<br />

executives who continue to make such a huge impact on the well<br />

being of this <strong>Group</strong>.<br />

Our success is underpinned by our commitment to the<br />

development and growth of all members of the <strong>JD</strong> team. The<br />

efforts placed by management in this regard are clearly illustrated<br />

under the Human Resources and Strategy sections of this report.<br />

Good business sense demands of us that all levels of management<br />

reflect the demographic spread of our country’s population.<br />

Currently in excess of 42% of managerial positions are held by<br />

people falling within the “previously disadvantaged” category. We<br />

go to great lengths to make individuals aware of the opportunities<br />

that exist within the <strong>Group</strong>.<br />

Social actions<br />

In keeping with our philosophy of assisting the less fortunate it is<br />

with a sense of pride and gratification that the <strong>Group</strong> was able<br />

to provide financial assistance to more than 40 projects. Our focus<br />

remains with the development of our children, their education and<br />

poverty alleviation. Our most recent project in conjunction with<br />

the Israeli government and Ikamva Labantu encompasses the<br />

provision of Israeli irrigation technology and the training and<br />

development of destitute people as farmers. The initial<br />

results have been quite astounding. Not only has the annual<br />

yield of crops increased by five times, but the farmers are able to<br />

produce enough fresh produce for their own families’ sustenance<br />

and still have surplus crops to sell. This project is now being<br />

adopted by a number of other organisations. It is hoped that<br />

with the success being achieved Ikamva Labantu will receive<br />

further support from other corporates. This is surely one of the<br />

best ways of making a difference and assisting our government in<br />

the fight against poverty.<br />

Thanks<br />

Probably one of the greatest strengths of this <strong>Group</strong> is our<br />

commitment to building strategic alliances with our suppliers of<br />

goods, funds and services. These alliances are built on the simple<br />

principle of ensuring a “win win” situation for all the parties<br />

concerned. Our success is largely due to the good relationships<br />

that have been built over the past 21 years.<br />

19<br />

We all know that no legislation will bring about inherent honesty.<br />

Our non-executive director Mervyn King defines good governance<br />

as “the way you behave when you are not being watched”. Over<br />

regulation can be stifling and the cost of compliance both in time<br />

and money is becoming more and more of an issue. Of course<br />

there is always a fine balance between “too much” and “too<br />

little”. Incremental costs are ultimately borne by the consumer.<br />

I hope that at the end of the day good business sense will prevail<br />

and that we will be allowed to get on with the job. Our<br />

non-executive board not only provides all stakeholders with the<br />

necessary peace of mind, but also gives our executive team a<br />

tremendous amount of assistance and confidence in determining<br />

the road ahead. I thank them for their input and wise counsel,<br />

which is always so readily available.<br />

I David Sussman<br />

Executive chairman<br />

25 November 2004


One of the world’s<br />

worst divisions of<br />

humanity crumbles<br />

1991<br />

Abolition of apartheid laws<br />

1993<br />

We mourn as one of South<br />

Africa’s leaders, Chris Hani,<br />

is tragically assassinated<br />

1989<br />

After 21 years we have only just begun<br />

1989 sees operating margin rise above 10%.<br />

Through the conversion of 53 stores into Score Price ’n Pride, this chain truly<br />

becomes a force to be reckoned with.<br />

Of course, in any business there are good times and challenging times. 1989<br />

also brings challenge in the form of strikes disrupting sales, collections,<br />

customer services and impacting negatively on profits.<br />

But through staying positive, we managed to strengthen our relationships and<br />

understanding with organised labour and finally achieve turnover in excess of<br />

R500 million.<br />

It is now 1991 and another breakthrough comes in the form of the first Central<br />

Distribution Centre of 40 000 square metres being opened in Aeroton. State of the<br />

art scanning equipment and bar coding equipment is introduced in the distribution<br />

centres, equipment designed exclusively for the <strong>JD</strong> <strong>Group</strong>.<br />

1991 also sees Bradlows growing to 60 stores with the debtors book exceeding<br />

R600 million.<br />

The <strong>Group</strong>’s value system has always been one of sharing and in that spirit,<br />

R1 million is invested in the Housing and Educational Trust. This investment<br />

results in a continual improvement in the living standards of our employees.<br />

Times of growth are often followed by times of challenge. By 1991, crime and<br />

corruption rises, unemployment is a harsh reality and confidence is low.<br />

By 1993, 10 years after our humble beginning, the dream of being the<br />

biggest and the best furniture retailer becomes a reality when <strong>JD</strong> acquires the<br />

Rusfurn <strong>Group</strong>.<br />

This deal brings with it the brands of Russells and Electric Express and the <strong>Group</strong><br />

can now satisfy the aspirations and needs of all South African consumers.<br />

The <strong>JD</strong> <strong>Group</strong> now has in excess of 500 stores and over 10 000 employees.<br />

The dream becomes greater than ever before.<br />

Now the vision is “to become a global leader in our fields of expertise.”<br />

20


1990<br />

1992<br />

1994<br />

The first McDonalds<br />

in Moscow tells the<br />

world the Cold War is<br />

really over<br />

The swearing<br />

in of Nelson<br />

Mandela as the<br />

president of the<br />

Republic of<br />

South Africa<br />

21<br />

The <strong>JD</strong> <strong>Group</strong> has been built on people helping each other<br />

and so despite hard times the <strong>Group</strong>’s housing assistance<br />

programme grants loans to over 1 110 employees.<br />

Homes furnished with love, and a commitment from<br />

a company that cares.<br />

By 1994 turnover more than trebles to over<br />

R2 billion and the share price shot from R3,50 to an<br />

awe inspiring R12, a fitting tribute to <strong>JD</strong>’s people.<br />

The <strong>JD</strong> <strong>Group</strong> supports the King Luthuli transformation<br />

centre, an organisation committed to non-violent<br />

transformation and voter education as South Africa<br />

prepares for its first democratic elections.<br />

Training and development remain a vital priority and<br />

lead to the establishment of the <strong>JD</strong> University.<br />

In 1994, your Uncle in the furniture business turns 21<br />

and Russells celebrates its 50th birthday.


“Small opportunities are often the beginning of great enterprises.”<br />

Denosthenes


Social citizenship<br />

“. . . and our responsibility<br />

to the planet and the communities<br />

we live in.”<br />

Social impacts<br />

Corporate objective<br />

To meet our social responsibilities through providing a better life<br />

for the disadvantaged and less fortunate members of the<br />

communities in which we trade.<br />

Policy<br />

The focus of the <strong>JD</strong> <strong>Group</strong> Corporate Social Investment<br />

Programme is on the development of individual and community<br />

self sufficiency through education and training, skills development<br />

and job creation.<br />

Projects are selected on the basis of sound management,<br />

sustainability and the potential to be replicated.<br />

We attempt, in certain instances, to forge partnerships with other<br />

stakeholders to maximise funding.<br />

A percentage of budget is allocated to smaller, once off annual<br />

donations to organisations which are acknowledged as providing<br />

specific services to their community.<br />

Funding is allocated to secular organisations only.<br />

No funding or sponsorship is granted for individual endeavours.<br />

To ensure openness and transparency, no funding or sponsorship<br />

is granted to political parties.<br />

23<br />

Lerato Love Home<br />

Funding and sponsorship<br />

<strong>JD</strong> <strong>Group</strong> remains aware of the need to participate in community<br />

projects. In a country like ours, where such enormous disparity<br />

exists between the “haves” and the “have nots”, it is incumbent<br />

on us to participate in activities that would normally be<br />

undertaken by governments in developed countries.<br />

<strong>JD</strong> <strong>Group</strong> is also aware that no South African Government, of<br />

whatever political persuasion, has the practical means to provide<br />

the social services equivalent to those enjoyed by developed<br />

nations, nor will it have the means in the foreseeable future. For<br />

this reason, the contributions of the private sector are absolutely<br />

vital to the development and upliftment of the disadvantaged<br />

majority of the South African population.<br />

The Techno-agricultural Innovation for Poverty Alleviation (Tipa)<br />

project is based on the concept of the African Garden Market,<br />

part of the Food Security for Africa initiative presented in 2002 at<br />

the World Summit for Sustainable Development (WSSD) in<br />

Johannesburg by the Israeli Department of Foreign Affairs.<br />

Both Tipa and the African Garden Market make use of the Family<br />

Drip Irrigation System (FDIS). The FDIS, state of the art irrigation<br />

technology, developed in Israel, has been combined with gravity<br />

powered low water pressure, which allows traditional farmers to<br />

enjoy all the advantages of drip irrigation at low cost. Without the<br />

need to introduce any further technology, each FDIS project is able<br />

to cover an area up to 500 m 2 .<br />

<strong>JD</strong> <strong>Group</strong>, together with Ikamva Labantu and The Embassy of<br />

Israel in Pretoria, established a Tipa demonstration project in<br />

Cradock in the Eastern Cape. Three local people were selected by<br />

the community to be trained to support the local farmers.<br />

Tipa has established a business orientated co-operative of farmers<br />

who each maintain their independence, while sharing training,<br />

the buying of necessities, security arrangements, and possible<br />

marketing. The co-operative can then establish business initiatives<br />

on its own, or participate as a supplier to existing enterprises.<br />

Following the achievements of Tipa in Cradock, <strong>JD</strong> <strong>Group</strong> has<br />

asked the Embassy of Israel and Ikamva Labantu to roll out


Social citizenship continued<br />

additional projects throughout South Africa and to provide the<br />

necessary ongoing technical support.<br />

During the period under review, <strong>JD</strong> <strong>Group</strong> contributed some<br />

R1,6 million to the Tipa project.<br />

We continue to support numerous education and other<br />

institutions. The major beneficiaries are listed below.<br />

St Enda’s Community Centre, a highly respected secondary school<br />

in Joubert Park, Johannesburg, was originally established as<br />

Freedom School in one of our warehouses in 1985.<br />

Claremont Child Care, an institution which assists destitute<br />

children, with whom we have a long association.<br />

Little Champs Sports Academy runs two facilities, in Alexandra<br />

and Springs, which provide pre-schoolers with physical, emotional<br />

and social development, embracing teamwork, sharing and<br />

Ubuntu. A third academy is scheduled to open in due course.<br />

The Topsy Foundation, situated in Grootvlei, Heidelberg, Gauteng,<br />

is a private and corporate initiative with its core function being to<br />

provide a multifaceted approach to HIV/Aids in an attempt to<br />

ensure that South Africa does not suffer another “lost<br />

generation”. It is a home which provides sanctuary for Aids<br />

orphans, and runs an “Adopt a Child” programme.<br />

The Mitzvah School, a registered school and examination centre,<br />

provides quality tutoring for students from Alexandra in their final<br />

year of schooling. The school caters for 50 students and has<br />

consistently produced a pass rate exceeding 90%.<br />

Lerato Love Home is a place of refuge in Alexandra for babies,<br />

children and young adults, the majority of whom are victims of<br />

abuse, abandonment, neglect and HIV/Aids. Lerato Love Home<br />

24<br />

will be relocating to a children’s community centre which will<br />

consist of three residential units and an undeveloped vacant lot<br />

neighbouring Alexandra. We acknowledge the significant<br />

contribution made by Bidvest <strong>Group</strong> to this facility, as well as<br />

various contributions of money, clothing and food made by<br />

<strong>JD</strong> <strong>Group</strong> suppliers, and employees.<br />

The goals of Lerato Love Home are to:<br />

■ secure and develop 18 community centres nationwide;<br />

■ encourage residents to become self-sufficient; and<br />

■ provide Aids education and life skills.<br />

The Bird Street Teacher Training Campus of the University of Port<br />

Elizabeth.<br />

Up With Science, a science enrichment programme for senior<br />

secondary school pupils presented by the Centre for Science<br />

Education at the University of Pretoria.<br />

Currently 200 children of employees are receiving financial<br />

assistance from <strong>JD</strong> <strong>Group</strong> for their studies.<br />

For the past 10 years corporate head office employees have been<br />

donating blood in conjunction with the South African Blood<br />

Service on a regular basis at <strong>JD</strong> House.<br />

HIV/Aids report<br />

St Enda’s School<br />

<strong>JD</strong> <strong>Group</strong> has for some time recognised the gravity and potential<br />

impact of the evolving HIV/Aids epidemic on its customers,<br />

markets, operations, workforces and employee benefits.<br />

In 1988 the <strong>Group</strong> undertook a study to estimate the potential<br />

impact of HIV/Aids on its diverse customer base of approximately


one million account holders. Based on these projections, the<br />

<strong>Group</strong> embarked on a repositioning strategy to minimise the<br />

impact of the epidemic on its current and future markets via a<br />

combination of the following:<br />

■ expansion into other markets such as Poland;<br />

■ discontinuation of certain chains within the <strong>Group</strong> and<br />

adjustments to other chains;<br />

■ decreased exposure to geographical high risk areas;<br />

■ introduction of additional products such as financial services;<br />

and<br />

■ improved credit risk monitoring and management.<br />

The above repositioning strategies are now bearing fruit. The<br />

<strong>Group</strong>’s retirement and life and disability insurance schemes were<br />

also restructured to minimise the impact of HIV/Aids.<br />

25<br />

Mitzvah School<br />

Together with the Department of Health, the <strong>Group</strong> maintains an<br />

HIV/Aids awareness programme at all major workplaces.<br />

There is a disciplined approach to the gathering and analysis of all<br />

relevant data, which allows for regular updates of business models<br />

that monitor both the internal (human resources) and external<br />

(markets, business partners and customers) impacts of the<br />

epidemic. As a result, management are able to make informed<br />

decisions about HIV related business strategies.<br />

In addition, the <strong>Group</strong> continues to foster non-discriminatory<br />

and empathetic workplace environments that ensure that HIV<br />

positive employees are managed with care and compassion. All<br />

HIV positive employees have access to high quality disease<br />

management programmes, either through their medical scheme<br />

or state facilities, and are encouraged to access these facilities.


South Africa become<br />

champions of the 1995<br />

Rugby World Cup . . .<br />

1997<br />

1999<br />

Mobile phone technology<br />

is so entrenched, South<br />

Africans begin to talk to<br />

each other in ways they’ve<br />

never done before<br />

1995<br />

After 21 years we have only just begun<br />

26<br />

This year is no different. Taking the good<br />

with the bad, the <strong>Group</strong> understands the<br />

task of tackling the future, adapting to<br />

circumstances, installing anti-hijack devices<br />

and armed guards on delivery vehicles,<br />

while at the same time introducing<br />

innovative concepts like the EVA principle,<br />

empowering store managers to run their<br />

stores as if it were their own business.<br />

As adapting to change becomes the norm,<br />

this time the Giddy’s chain is repositioned as<br />

Electric Express, another success story in the<br />

<strong>JD</strong> dream.<br />

In 1997 the <strong>JD</strong> <strong>Group</strong> adopts the Alexandra police station, a move to develop<br />

management skills as part of Business Against Crime and we take great delight in<br />

establishing a much needed and deeply appreciated park in Mamelodi. A refuge for<br />

the people, happily named the President Mandela Park.<br />

The year of 1997 also sees competency based modular learning introduced. This is a<br />

programme designed to create a learning culture and at the same time 25% of credit<br />

applications are rejected to improve the debtors book, not to mention the introduction<br />

of the owner driver empowerment scheme.<br />

1999 sees innovative<br />

financial services<br />

introduced with<br />

12 successful test sites.<br />

These facilities are to help<br />

customers and to give the<br />

company a new edge.<br />

This positive move is tempered by ongoing security<br />

problems.<br />

369 stores are burgled which is not only disruptive<br />

but costs millions.


1996<br />

1998<br />

2000<br />

Penny Heyns<br />

scoops 3 Olympic<br />

Gold Medals<br />

The share price doubled to over R23 and our market cap to over<br />

R2,5 billion in less than 12 months, whilst gearing drops by 50%.<br />

The world is moving fast. Things are changing by the day, the hour,<br />

the second. We are edging closer to the new millennium and technology<br />

is the new kid on the block. Never afraid of change, embracing new<br />

opportunities, the <strong>Group</strong> hits the technology frontier as satellite<br />

communication systems are installed and electronic data interchange<br />

provides management information and improved communication<br />

with suppliers.<br />

By 1998 e-mail is all the<br />

rage, dot.coms are happening,<br />

the world-wide-web is it!<br />

27<br />

The company continues to grow, market<br />

cap breaks R4 billion, 70 stores are opened<br />

and we pay R100 million in tax.<br />

The new Millennium dawns and a potential merger between <strong>JD</strong><br />

and Ellerine Holdings is prohibited by the Competition Tribunal.<br />

The good relationship with organised labour leads to the<br />

conclusion of a two year wage agreement bringing smiles to<br />

everyone in the company.<br />

2000 becomes another landmark year for <strong>JD</strong> as the <strong>Group</strong>’s global<br />

dream is realised by acquiring Abra in Poland. This is a proud<br />

moment and could not have been possible without the ongoing<br />

support of suppliers, investors, <strong>JD</strong> people and customers, a<br />

winning combination. The <strong>Group</strong> continues to grow with the share<br />

price reaching an all time high of R50!


<strong>JD</strong> Brands – a fresh face<br />

21 years young with a fresh face to take the <strong>JD</strong> <strong>Group</strong> forward,<br />

we looked at the brands under our banner and decided to refresh them. To prepare us for the years ahead,<br />

to keep up with the times. To stay contemporary without forgetting our heritage. A little face lift that will<br />

keep our brands in tune with the times.<br />

Each of the <strong>Group</strong>’s nine chains or brands has its own identity,<br />

merchandise range and market profile, concentrating on offering<br />

customers a wide range of value for money quality furniture,<br />

appliances, home entertainment and consumer finance products,<br />

supported by high level of personal service.<br />

Following a comprehensive analysis of each chain’s branding,<br />

competitors and target markets, a differentiation strategy has<br />

28<br />

been approved and implemented, with varying degrees of change<br />

required for the different brand identities. Pilot concept stores in<br />

five chains, to test the new look and feel have been exceptionally<br />

well received by customers. Concept stores for another three<br />

chains will be completed by calendar year end. The new or revised<br />

identities will be incrementally rolled out across stores in each<br />

chain over the next few years.


Abra – practical solutions for your home<br />

Established in 1990 and acquired<br />

in December 2000 Abra operates<br />

36 stores (2003: 26) in major cities and<br />

towns in Poland, targeting the middle<br />

to lower mass market and offering an<br />

extensive range of furniture products.<br />

Mission<br />

To become the preferred leading furniture retailer in Central<br />

Eastern Europe through the supply of consistent quality products<br />

and services to our customers, with the collective involvement and<br />

contribution of all our employees and business partners.<br />

Review<br />

Abra ended the year with 36 stores in 31 cities and towns. The<br />

chain expanded its base by opening 13 new stores. At the same<br />

time the existing base was optimised, resulting in the closure of<br />

three underperforming stores.<br />

The customer survey carried out as part of a brand positioning<br />

and communication strategy confirmed our position in targeting<br />

the middle to lower mass market. A new catalogue was launched<br />

in May, starting the process of building brand awareness across<br />

the country.<br />

The foot traffic counters installed indicated that 200 000 people<br />

had visited our stores and in addition the number of customers<br />

visiting our website showed a healthy growth.<br />

29<br />

Piotr Krzanowski (50)<br />

Chief executive – 14*<br />

Executive management<br />

Kazi Borowicz (43)<br />

MSc<br />

Finance and administration – 14*<br />

Piotr Lisowski (36)<br />

MSc<br />

Marketing and merchandise – 11*<br />

* years experience in furniture<br />

retail<br />

Gross margin has improved consistently over the year and the<br />

average transaction value has also increased. Stock turn has<br />

improved significantly.<br />

Outlook<br />

13 New stores, many of which will be a smaller format, and one<br />

new warehouse are budgeted for in 2005, which will give Abra<br />

apresence throughout Poland.<br />

The new concept of catalogue showrooms will be tested in smaller<br />

towns and the option for franchise operations remains open.<br />

Despite the rapid network growth the head count at head office<br />

did not grow exponentially, however, the move to a new head<br />

office in March 2005 will accommodate an increase in employee<br />

complement as the store base grows.<br />

With the increased critical mass of the store base, Abra is<br />

expected to make a small contribution towards <strong>Group</strong> profits in<br />

2005 and a greater contribution from 2006 onwards.


Barnetts – service and value you can trust<br />

Established in 1896 and acquired in<br />

2003, this 108 year old business retails<br />

entry level and middle of the range<br />

household merchandise and<br />

appliances on affordable terms,<br />

predominantly in rural areas. Barnetts<br />

has stores in eight provinces of South<br />

Africa and operates 100 stores.<br />

Mission<br />

To establish Barnetts as the leading furniture retailer in its<br />

market segment.<br />

Review<br />

In a year characterised by strategic repositioning, consolidation<br />

and rationalisation, Barnetts recorded an excellent performance.<br />

Top line sales grew by 17,7% like on like and margins improved.<br />

A new range of products was introduced which proved very<br />

successful. Costs were well controlled and the chain recorded a<br />

marked improvement in operating efficiencies. The state of the<br />

debtors book improved considerably, with arrears at record lows<br />

and collections well ahead of sector averages. The decrease in the<br />

closed book size and improved risk profile of the current book<br />

reflect better human resources deployment and improved<br />

collection methods.<br />

Information technology processes were integrated and operating<br />

processes aligned to those of the <strong>JD</strong> <strong>Group</strong>. Other key<br />

30<br />

developments included the introduction of an electronic credit<br />

scoring system, improved merchandise planning and procurement<br />

processes, the roll out of people development programmes and a<br />

business improvement initiative. Collectively, these have resulted<br />

in cost efficient business practices.<br />

The new brand identity has already increased awareness amongst<br />

employees and customers. Supported by a policy of exceptional<br />

service and consistently adding value, Barnetts is well positioned<br />

for the future.<br />

Outlook<br />

Toy de Klerk (44)<br />

Chief executive – 24*<br />

Executive management<br />

Piet Trichardt (46)<br />

Operations – 17*<br />

Burnette van Breda (47)<br />

Debtors – 27*<br />

Andreas Hinrichsen (48)<br />

Marketing – 20*<br />

Hennie Spies (53)<br />

Merchandise – 30*<br />

Donny McCulloch (50)<br />

Human resources – 30*<br />

* years experience in furniture<br />

retail<br />

Through enhanced brand building, differentiated products and<br />

services and the development and empowerment of our<br />

employees, Barnetts will become a leading and highly profitable<br />

furniture retailer in its market segment. The focus will remain<br />

on responsible credit granting practices, effective debtors<br />

management and cost efficient collection methods.


Bradlows – you’re the difference<br />

Established in 1903 and acquired<br />

in1988. Bradlows has entrenched<br />

its appeal to the aspirational<br />

homemakers’ market, offering<br />

branded appliances, home<br />

entertainment products and superior<br />

quality furniture on affordable terms.<br />

Mission<br />

To provide quality products and services at competitive prices and<br />

thereby exceeding customer expectations.<br />

Review<br />

Bradlows operates through 84 stores in major centres in South<br />

Africa. This team also manages the 16 Supreme operations in<br />

Botswana and the two Bradlows stores in Swaziland.<br />

Bradlows has further enhanced the consumers unique shopping<br />

experience by introducing merchandise which is more affordable.<br />

As a result sales have grown substantially at improved gross<br />

margins, resulting in a significant growth in bottom line profit.<br />

Research has shown that the Bradlows image of providing the<br />

aspirational customer with exceptional service remains entrenched<br />

and sets it apart from the rest of the mass credit furniture market.<br />

The Bradlows debtors book remains in excellent condition with<br />

reduced arrears and improved instalment collection rates.<br />

31<br />

Outlook<br />

Mike Roberts (49)<br />

Chief executive – 22*<br />

Executive management<br />

Corrie Neven (49)<br />

Operations – 21*<br />

Arthur Flemix (57)<br />

Operations – 38*<br />

Willie van Zyl (41)<br />

Debtors – 20*<br />

Mike Shimmon (39)<br />

Marketing – 8*<br />

Conrad Kleingeld (37)<br />

Merchandise – 11*<br />

Robin van der Merwe (50)<br />

IPM Dip<br />

Human resources – 15*<br />

Andrew Ross (38)<br />

Logistics – 13*<br />

* years experience in furniture<br />

retail<br />

The differentiation process which commenced during the current<br />

year will gain momentum during the new year with the new<br />

branding being introduced in advertising and store identification.<br />

Stores are being modernised in terms of the new strategy and<br />

additional focus is to be placed on customer service in terms of the<br />

Bradlows promise, “you’re the difference”.


Electric Express – we’ve got the power<br />

to beat any price on credit<br />

Established in 1958 and acquired in<br />

1993, Electric Express specialises in<br />

household electrical appliances and<br />

home entertainment products<br />

through 114 stores which offer<br />

professional expertise, exceptional<br />

customer service and the best<br />

discount prices for cash or on<br />

easy terms.<br />

Mission<br />

We will achieve our vision by having highly skilled and motivated<br />

employees who offer extraordinary service to our customers on a<br />

broad range of quality products at the most competitive prices in<br />

exciting, conveniently situated stores.<br />

Review<br />

Electric Express’ unique low cost trading formula, which offers<br />

domestic electrical and entertainment products at discounted<br />

prices on credit, has ensured that they remain the market leaders<br />

in their sphere of operation. The continued strengthening of the<br />

rand resulted in price deflation but a significant increase in unit<br />

sales has ensured growth in sales at improved gross margins.<br />

Debtors management remained excellent with the percentage of<br />

arrear instalments being one of the lowest in the industry.<br />

32<br />

Outlook<br />

Bill Chalmers (53)<br />

Chief executive – 14*<br />

Executive management<br />

Albert Fick (53)<br />

Operations – 4*<br />

Herbie Lindhorst (43)<br />

Debtors – 20*<br />

Greg Smart (34)<br />

Marketing – 9*<br />

Craig Robertson (40)<br />

Merchandise – 16*<br />

Millicent Nortjé (48)<br />

Human resources – 29*<br />

* years experience in furniture<br />

retail<br />

The already differentiated store look has been further enhanced to<br />

provide a look that reflects the exciting Electric Express brand.<br />

Even more aggressive promotional activity and merchandising will<br />

see a continued growth in the return on assets.


Hi-Fi Corporation – the lowest prices,<br />

on every product,<br />

everyday, guaranteed<br />

Founded in 1993 and acquired in<br />

2003, Hi-Fi Corporation is the largest<br />

audio and visual warehouse in the<br />

southern hemisphere, retailing<br />

electronic goods and household<br />

appliances to the mid and upper<br />

end of the consumer market through<br />

15 stores in South Africa and one<br />

each in Namibia and Botswana.<br />

Mission<br />

Lowest prices, on every product, everyday, guaranteed.<br />

Review<br />

Hi-Fi Corporation’s mission has ensured that they maintain their<br />

status as “category specialists” by dominating their product<br />

market. Unit sales for the review period have increased by 72%<br />

although this is offset by price deflation, caused by the reduction<br />

in imported supply prices, due to the strengthening of the rand<br />

against the dollar. Notwithstanding, sales for the year increased by<br />

more than 40% and gross margins remained intact.<br />

Excellent cost controls, together with sales and gross margin<br />

performance, has resulted in increased trading margin and return<br />

on assets.<br />

33<br />

Outlook<br />

Diane Bowran (38)<br />

Chief executive – 12*<br />

Executive management<br />

Matthew van der Walt (32)<br />

Operations – 8*<br />

Ryan Grill (35)<br />

Marketing – 8*<br />

Alec Goodman (49)<br />

Merchandise – 28*<br />

Debra Teles (38)<br />

Human resources – 15*<br />

Martin Barbour (47)<br />

Logistics – 10*<br />

Riekie Susini (41)<br />

Administration – 4*<br />

* years experience in furniture<br />

retail<br />

The return on assets being achieved by Hi-Fi Corporation and its<br />

relatively narrow trading footprint, offers an opportunity for this<br />

chain to be expanded into the market place. An expansion<br />

programme, which will ensure that the store base will increase<br />

significantly over the next three years, is in place. In order to<br />

accommodate this expansion, a programme to review business<br />

processes, systems and people requirements is being embarked<br />

upon. This will ensure a smooth transition into the next life cycle<br />

of the chain and will result in maximised Economic Value Added.


Joshua Doore – your uncle offers a discounted<br />

range on credit<br />

Established in 1973 and acquired in<br />

1986, Joshua Doore is the largest<br />

furniture, appliances and home<br />

entertainment products discounter<br />

in South Africa with 146 stores.<br />

Mission<br />

To offer a wide range of furniture, household appliances,<br />

entertainment products and financial services, geared by a<br />

philosophy that drives an innovative business approach and an<br />

extraordinary level of service to internal and external stakeholders.<br />

Review<br />

Joshua Doore recorded good results for the third consecutive year,<br />

achieving sales growth of 15,3%. This reflects the benefits of its<br />

focus on guaranteeing the lowest prices in selected product<br />

categories and aggressive marketing through its own catalogue<br />

and electronic media.<br />

In a highly competitive sector, margins were protected by<br />

innovative sourcing of value added local and imported products.<br />

The continuous focus on instalment collections, with a<br />

concomitant improvement in cash flows, further improved<br />

returns. Cash flows were also boosted by an increased level of<br />

cash sales during the year.<br />

34<br />

Joshua Doore pays particular attention to employee development<br />

and succession planning, recognising that well trained employees<br />

will deliver premium results. Effective management training is<br />

conducted via development programmes, in which individuals are<br />

developed to their full potential. This ensures a pool of trained<br />

people ready for higher positions, as reflected in Joshua Doore’s<br />

excellent track record of internal promotions.<br />

Outlook<br />

James Gibson (53)<br />

Chief executive – 32*<br />

Executive management<br />

Fanie Venter (40)<br />

Operations – 19*<br />

Johan Delport (55)<br />

Debtors – 35*<br />

Christo Viljoen (45)<br />

Marketing – 25*<br />

Fred de Jager (55)<br />

Merchandise – 33*<br />

Brian Biccard (54)<br />

Human resources – 30*<br />

André Barnard (42)<br />

Logistics – 20*<br />

* years experience in furniture<br />

retail<br />

Given a stable exchange rate and low interest rates, the market<br />

remains buoyant. Joshua Doore will capitalise on this via increased<br />

promotional activity and constantly reviewing its merchandise<br />

range to best satisfy customer demand.<br />

Continued focus on its differentiation strategies and business<br />

performance improvement, supported by expansion of its store<br />

base, will allow Joshua Doore to unlock more value and ensure<br />

continued real growth in the next financial year.


Morkels – your two year guarantee store<br />

Established in 1937 and acquired in<br />

2003, Morkels operates 113 stores in<br />

major cities and towns in South Africa<br />

and Botswana. Morkels appeals to the<br />

aspirational customer, offering branded<br />

appliances, home entertainment,<br />

computers and quality furniture,<br />

on affordable terms.<br />

Mission<br />

We offer a unique company backed two year guarantee on<br />

quality, affordable merchandise provided by dedicated,<br />

professional people at exceptional service levels.<br />

Review<br />

During the year Morkels was successfully restructured to align its<br />

business to the <strong>JD</strong> <strong>Group</strong> trading formula. Its product range was<br />

refined to offer its target market affordable, quality merchandise.<br />

Aggressive marketing of this more competitive offering, backed by<br />

the strength of its well known two year guarantee, resulted in<br />

Morkels increasing market share. Top line sales rose by 15,9% like<br />

on like.<br />

The debtors book performed extremely well during the year,<br />

particularly on the collection and management of bad debts,<br />

resulting in a substantial reduction in arrears. An online<br />

automated credit scoring system was introduced late in the<br />

financial year which will further improve the debtors book.<br />

35<br />

Morkels’ integration into the <strong>JD</strong> <strong>Group</strong> has been extremely well<br />

controlled, reflecting the strength of their middle management,<br />

the commitment of all employees to manage the transition and to<br />

deliver on shareholder expectations. Service and quality continue<br />

to differentiate the Morkels brand.<br />

Outlook<br />

Jannie Els (55)<br />

Chief executive – 36*<br />

Executive management<br />

Rowland Jonck (44)<br />

Operations – 22*<br />

Charl du Plessis (38)<br />

BJuris<br />

Debtors – 12*<br />

Peter De Backer (39)<br />

Marketing – 19*<br />

Colin Bresler (41)<br />

Merchandise – 5*<br />

Sue Lewis (43)<br />

Human resources – 16*<br />

Pat Kimmince (39)<br />

Logistics – 20*<br />

* years experience in furniture<br />

retail<br />

Morkels will continue to capitalise on the extensive <strong>JD</strong> <strong>Group</strong><br />

infrastructure and selectively expand its geographical footprint<br />

within the boundaries of South Africa. The focus will remain on<br />

improving operational efficiencies, managing expenses and<br />

optimising its excellent supplier relationships in order to provide<br />

discerning customers the quality, affordable products and services<br />

they demand.


Price ’n Pride – we treat you like our<br />

only customer<br />

Established in 1983 as the founding<br />

chain in the <strong>Group</strong> and repositioned<br />

to cater for a more aspirational<br />

market. Price ’n Pride operates<br />

118 stores in urban and rural<br />

communities throughout South Africa<br />

and Lesotho, offering excellent<br />

service and affordable products<br />

to its customer base.<br />

Mission<br />

To improve our customers’ lifestyle by providing an affordable<br />

range of quality products and services in a caring, respectful and<br />

honest environment, at exemplary levels of customer service<br />

through competent and proud employee.<br />

Review<br />

The benefits of repositioning the Price ’n Pride brand emerged<br />

strongly during the year, with top line sales growth of 22,7%<br />

and a marked improvement in the debtors book, reflecting<br />

the appeal of the products and service offering in the target<br />

market. Independent market research has verified the accuracy<br />

of this repositioning and its attractiveness to an ever growing<br />

customer base. The focus on business performance improvement,<br />

productive employee levels, performance based rewards and<br />

effective distribution strategies has further improved service levels<br />

and profitability.<br />

36<br />

Over the past three years Price ’n Pride has instilled an<br />

entrepreneurial culture throughout the chain, resulting in<br />

healthy competition between its people for recognition and<br />

acknowledgement of their professionalism by customers.<br />

Outlook<br />

Len Rundle (49)<br />

BTech<br />

Chief executive – 25*<br />

Executive management<br />

Ian McKay (38)<br />

Operations – 16*<br />

Pieter Labuschagne (58)<br />

Debtors – 28*<br />

Neil McLean (48)<br />

Marketing – 31*<br />

Laurie Barnard (46)<br />

Merchandise – 22*<br />

George Annandale (40)<br />

Human resources – 5*<br />

* years experience in furniture<br />

retail<br />

Price ’n Pride is projecting top line sales growth of 20% for 2005,<br />

with further improvements in all indicators on the debtors book.<br />

Continued focus will be placed on the development of the chain’s<br />

people with appropriate recognition for outstanding performance.


Russells – your home lifestyle partner,<br />

quality guaranteed<br />

Established in 1943 and acquired in<br />

1993, Russells operates 199 stores<br />

in major cities and towns in South<br />

Africa. Customers enjoy affordable<br />

terms on quality furniture, branded<br />

appliances and home entertainment<br />

products.<br />

Mission<br />

Differentiate ourselves from our competitors by offering an<br />

innovative range of furniture products, appliances and financial<br />

services through competent employees, thereby exceeding the<br />

expectations of our target market.<br />

Review<br />

Russells, with its large national footprint, continues to be the<br />

largest contributor to the <strong>Group</strong>’s profit performance. Aggressive,<br />

creative, highly successful marketing and merchandise campaigns<br />

have resulted in turnover growth well ahead of the market. This<br />

has been supported by a strong focus on operational disciplines<br />

and efficiencies, resulting in very positive cash flows and a<br />

consequent excellent return on assets.<br />

Russells pioneered the differentiation drive. Fourteen stores have<br />

been converted to the new look, supported by improved customer<br />

facilities and service. Results from these stores have validated the<br />

acceptance of our new look and feel by the target market.<br />

37<br />

Management development through various programmes has<br />

ensured a steady flow of trained talent to provide for succession.<br />

Outlook<br />

Wietske van der Westhuizen (51)<br />

Chief executive – 25*<br />

Executive management<br />

Philip Kruger (42)<br />

BCom<br />

Operations – 14*<br />

Ronnie Mostert (51)<br />

Operations – 30*<br />

Tokkie Combrink (62)<br />

Debtors – 37*<br />

Wikus Labuschagne (45)<br />

Debtors – 25*<br />

Kobus Minnaar (51)<br />

Marketing – 17*<br />

Pieter Schoeman (48)<br />

Merchandise – 23*<br />

Barry Dell (49)<br />

Human resources – 10*<br />

Rens van Rensburg (54)<br />

Logistics – 22*<br />

* years experience in furniture<br />

retail<br />

Russells is perfectly poised to take further advantage of the<br />

buoyant market and increase its market share even further. The<br />

recently introduced programme for Business Performance<br />

Improvement will ensure that efficiencies continue to add<br />

economic value.


Our world changed on<br />

September the eleventh<br />

forever, and keeps<br />

changing every<br />

day since<br />

2002<br />

2001<br />

After 21 years we have only just begun<br />

Mark Shuttleworth<br />

– first South African<br />

in space<br />

38<br />

Joshua Doore opens the doors of its<br />

150th store.<br />

Interest rates are riding high, while the rand<br />

drops to a shocking low, factors that impact<br />

on consumer confidence and resulting in the<br />

share price dipping to R16.


Score is absorbed into a repositioned Price ‘n Pride transforming a loss of R7 million into<br />

a profit of R44 million. A huge achievement by our people and testimony to their<br />

unwavering support.<br />

In the spirit of sharing good fortune, <strong>JD</strong> continues to invest in the lives of people in the<br />

communities. The company launches The To Life Trust which supports the Lerato Love<br />

Home in the Alexandra township.<br />

The <strong>Group</strong> now turns 18.<br />

2003 The <strong>Group</strong>, never forgetting the importance of people,<br />

launches the Retail Leadership Development Programme,<br />

opens the <strong>JD</strong> <strong>Group</strong> learning academy and with the<br />

sponsorship of Price ’n Pride and Joshua Doore sets<br />

up two Little Champs Academies, focusing on<br />

pre-school kids.<br />

39<br />

The <strong>JD</strong> <strong>Group</strong> is in a stronger position than ever and<br />

acquires the Profurn <strong>Group</strong>. The jewels in our crown,<br />

now include Morkels – “your two year guarantee store”,<br />

Hi-Fi Corporation with it’s unique trading formula and<br />

Barnetts – with a rich heritage of more than 100 years.<br />

The <strong>Group</strong> now consists of 1 000 stores, employs over<br />

16 000 people, drives a fleet of 2 300 vehicles and<br />

purchases goods for resale in excess of R4 billion a year.


Corporate services<br />

The corporate service departments provide the backbone of support to the chains. Each department has a<br />

field of expertise employing people with specialist skills to maximise the service they give to the chains.<br />

21 years young with the expertise to support and take the<br />

<strong>JD</strong> <strong>Group</strong> forward.<br />

40


Ensuring that <strong>Group</strong> credit<br />

management strategies, policies and<br />

procedures are conceptually sound<br />

and observed in all operations.<br />

Review<br />

Good progress was made with the fine tuning and enhancement<br />

of the <strong>Group</strong>’s credit application and scoring systems, which now<br />

include sophisticated fraud detection models. All credit granting<br />

chains in the <strong>Group</strong> have been linked, online and in real time, to<br />

the system, which is one of the most efficient and comprehensive<br />

of its kind in the consumer credit industry.<br />

Development of the <strong>Group</strong>’s new automated debtors collection<br />

system, which will function in conjunction with the about to be<br />

launched PeopleSoft operating system, is well advanced. Roll out<br />

of these systems to the chains will commence, in earnest, in the<br />

first quarter of 2005.<br />

The emphasis on quality customer acquisition, identification and<br />

categorisation of credit risk and fine focus on debtors delinquency,<br />

down to individual account level, has reaped gratifying rewards<br />

and led to significant improvement in the overall quality of the<br />

<strong>Group</strong>’s debtors books. This emphasis and focus has become and<br />

will continue to be a way of life at <strong>JD</strong> <strong>Group</strong>.<br />

41<br />

Credit and administration<br />

Outlook<br />

Dick Behrens (64)<br />

<strong>Group</strong> executive – Credit and<br />

administration – 45*<br />

Executive management<br />

Herman Bakkes (44)<br />

BCom(Acc) MBA<br />

Debtors – 20*<br />

* years experience in furniture<br />

retail/IT<br />

The quest for better control through automation and the<br />

employment of world class technology and methodology,<br />

together with unwavering management focus, will ensure that<br />

customer service is enhanced, collections maximised and bad<br />

debts minimised, leading to the unlocking of opportunities for the<br />

broadening of the <strong>Group</strong>’s reach within the consumer credit<br />

market place.


Responsible for the financial<br />

accounting and reporting for<br />

the <strong>Group</strong>.<br />

Review<br />

The main focus of the period under review was characterised by<br />

the continued integration and alignment of the various Profurn<br />

systems and processes with the existing systems. In addition, the<br />

budgeting and forecasting process was revised, and included the<br />

relevant modelling for the Business Performance Improvement<br />

initiative within the <strong>Group</strong>’s chains, which will remain one of our<br />

focus areas.<br />

The implementation of the PeopleSoft operating system into a<br />

number of stores required significant preparation and testing and<br />

will be an ongoing process throughout the new year.<br />

Outlook<br />

In addition to the PeopleSoft implementation process, the<br />

department will focus on the re-engineering of the value chain<br />

within finance department and strive to increase the level of<br />

electronic integration between both internal and external systems,<br />

including those of the banks and other stakeholders. Training and<br />

development of employees will continue and include candidates in<br />

various management development programmes.<br />

42<br />

Finance<br />

Leslie van Doesburgh (48)<br />

BCompt<br />

<strong>Group</strong> executive –<br />

Chain finance – 28*<br />

Ian Thompson (36)<br />

BCom BAcc CA(SA)<br />

<strong>Group</strong> executive –<br />

Head office finance and<br />

treasury – 13*<br />

Executive management<br />

Johan Breytenbach (39)<br />

BCom<br />

Finance – 16*<br />

Roelof Cornelissen (33)<br />

BCom (Hons) CA(SA)<br />

Finance – 11*<br />

Lucia Hefer (40)<br />

BCom (Hons)<br />

Finance – 19*<br />

Sanette Oberholzer (47)<br />

BCom<br />

Finance – 27*<br />

Susan Olivier (47)<br />

Finance – 30*<br />

Tracey Rood (36)<br />

BCom BAcc<br />

Finance – 14*<br />

Elmien Rossouw (41)<br />

BCom (Hons)<br />

Finance – 8*<br />

Fanie van der Merwe (36)<br />

MCom CA(SA)<br />

Finance – 14*<br />

* years experience in<br />

finance/banking/auditing


Managing the procurement,<br />

maintenance, administration,<br />

insurance and disposal of a<br />

fleet of over 2 600 vehicles.<br />

Review<br />

The role of fleet management is to purchase the most appropriate<br />

commercial and sedan vehicles for the <strong>Group</strong>’s needs. Careful<br />

selection ensures a cost effective and efficient delivery service.<br />

Fleet management administers these vehicles and provides the<br />

management information systems to run the fleet in the most<br />

productive manner. The department has integrated the fleets from<br />

Profurn and <strong>JD</strong>, balanced the portfolio and disposed of vehicles<br />

that were surplus, uneconomic or inappropriate to the needs of<br />

the <strong>Group</strong>. The department has been successful in maintaining<br />

the fleet in a good condition and minimising running costs.<br />

Strong relationships have been forged with major suppliers. The<br />

purchasing power of the <strong>Group</strong> has ensured highly competitive<br />

vehicle purchase prices, as well as maximised vehicle disposal value.<br />

43<br />

Outlook<br />

Fleet management<br />

Clive Dicks (59)<br />

Fleet management executive – 41*<br />

* years experience in retail/financial<br />

services/consulting/transport<br />

As operating costs for transport continue to increase so the need to<br />

be more productive and manage costs to the finest detail becomes<br />

more important. Management information will be enhanced to<br />

facilitate the close monitoring of costs and productivity.<br />

Fleet management strives towards being a world class customer<br />

service based department in all aspects of its operations.


Responsible for training and<br />

development, employee relations,<br />

remuneration administration and<br />

employee benefits. The department<br />

enhances business performance<br />

by enabling, providing and<br />

implementing best practice people<br />

management solutions.<br />

Review<br />

The focus this year shifted from integrating the Profurn business<br />

into <strong>JD</strong> towards enhancing and fine tuning the efficiencies and<br />

effectiveness of the human resources business process value chain.<br />

Final consolidation of all retirement funds and medical schemes for<br />

employees has been completed. Employees can now look forward<br />

to more professional services and timeous communication.<br />

Since inception in April 2003, the <strong>JD</strong> <strong>Group</strong> Learning Academy has<br />

hosted over 11 000 delegates. This bears testimony to the <strong>Group</strong>’s<br />

drive towards and commitment to the ongoing training and<br />

development of its people. Two additional leadership<br />

development programmes were introduced at general<br />

management and executive levels. These programmes have the<br />

added credibility and prestige of being accredited and partnered<br />

with the University of South Africa from 2005.<br />

The <strong>Group</strong> was selected as the pioneer company to partner with<br />

the Wholesale and Retail Sector Education and Training Authority,<br />

in a R1 million learnership project for people with disabilities. The<br />

success of the project culminated in a graduation and certification<br />

ceremony at <strong>JD</strong> House on 19 November 2004.<br />

44<br />

Lindsay Mentor (44)<br />

IPM Dip CPIR<br />

<strong>Group</strong> executive – Human<br />

resources – 16*<br />

Executive management<br />

Christine Grobler (37)<br />

BA (Hons) M(Phil) Labour Law<br />

and Employment Relations<br />

Employee relations – 19*<br />

Rénier Krige (37)<br />

BCom SMP<br />

Training and development – 15*<br />

* years experience in human<br />

resources<br />

<strong>Annual</strong> negotiations for 2004 were concluded after just one<br />

sitting, a clear indication of management’s transparency in sharing<br />

relevant information for the negotiations and organised labour’s<br />

(SACCAWU) appreciation of the information.<br />

An industrial relations training programme for managers and shop<br />

stewards, facilitated jointly by HR managers and full time shop<br />

stewards, was successfully launched in 2004 and has significantly<br />

contributed to fostering sound relationships between labour and<br />

management at chain level.<br />

Outlook<br />

Human resources<br />

The launch of the new HR technology platform in the coming year will<br />

provide the chains and service departments, through their respective<br />

HR practitioners, with a real time analytical capability to more<br />

effectively and efficiently manage the <strong>Group</strong>’s human resources.<br />

Meeting and exceeding the <strong>Group</strong>’s employment equity policy and<br />

plan, through the focused continuation of training and development<br />

of our people, remains top of mind for the department.


Comprises a direct audit services<br />

division, a centralised audit<br />

function and a forensic audit division.<br />

The 70 auditors have an appropriate<br />

balance of operational and audit<br />

experience. This division is also<br />

responsible for security operations<br />

in the <strong>Group</strong>.<br />

Review<br />

Over 1 535 audits were conducted during the year at <strong>Group</strong><br />

operations, locally and abroad, reflecting the multi-skilled<br />

expertise of our auditors and entrenching the <strong>Group</strong>’s internal<br />

audit function at the forefront of its field.<br />

Much focus was applied during the year to enhance appropriate<br />

audit processes for the <strong>Group</strong> across the various operating systems.<br />

The use of centralised auditing techniques continues to be enhanced<br />

through the effective use of audit interrogation applications.<br />

The forensic audit function managed 3 980 incidents which varied<br />

from minor to more serious incidents. The crime call centre<br />

has produced valuable information and is realising significant<br />

cost savings.<br />

Incorporating safety and security functions into this department,<br />

under the auspices of the new safety and security committee, has<br />

improved cost efficiencies. Various initiatives have been<br />

implemented to add value and reduce costs.<br />

Internal and forensic audit<br />

45<br />

Outlook<br />

Pieter Pienaar (35)<br />

BCom<br />

Internal audit executive – 13*<br />

* years experience in<br />

retail/auditing<br />

Internal and forensic audit provides assistance with the<br />

integration of multiple systems and will develop new audit<br />

programmes for the new PeopleSoft operating system.<br />

Centralised auditing techniques will be further developed,<br />

especially on the back of the central database in PeopleSoft.<br />

An external quality control review will be conducted to ensure the<br />

department is operating effectively and efficiently.


Supports the operational and<br />

management information system<br />

needs of the <strong>Group</strong> via the<br />

rigorous application of formal<br />

information architecture, software<br />

quality assurance and a process of<br />

continuous improvement in the<br />

information system operation.<br />

Review<br />

Following the integration of the legacy Profurn chains in the previous<br />

year, there were two main thrusts. Firstly the integration of the<br />

Frontier credit scoring engine to the Morkels and Barnetts chains and<br />

secondly the enhancement of management information for these<br />

two chains. This required the stabilisation of the store processing<br />

system and the ability of disparate systems to interact.<br />

In line with our end goal we have implemented the PeopleSoft<br />

operating system, on a pilot basis, in six stores. This has been<br />

running for a number of months and the major teething problems<br />

have been resolved. The integration of PeopleSoft into the new<br />

debtors collection system is nearing completion, with the first pilot<br />

due to be rolled out mid November. Full roll out of the integrated<br />

PeopleSoft system should commence early next year.<br />

Implementation of the PeopleSoft system will require ongoing<br />

improvement in the reliability and manageability of the network.<br />

This remains a key focus going forward.<br />

46<br />

IT and communications<br />

From an IT operations point of view we have commenced with the<br />

implementation of the Microsoft Operations framework which<br />

incorporates ISO standards. This initiative is in line with the<br />

philosophy of continuous improvement.<br />

Outlook<br />

Ian Child (46)<br />

BCom (Hons) BAcc CA(SA)<br />

<strong>Group</strong> executive – IT and<br />

communications – 19*<br />

Executive management<br />

John Andrews (55)<br />

Information systems – 25*<br />

Joey Kok (55)<br />

Systems development – 12*<br />

Avril Samuels (44)<br />

Systems development – 15*<br />

Leon Steenkamp (45)<br />

Systems operations – 22*<br />

Nico Potgieter (48)<br />

Branch operations – 23*<br />

* years experience in furniture<br />

retail/IT/finance<br />

The roll out of the PeopleSoft system to the historic <strong>JD</strong> chains should<br />

be completed by the end of calendar year 2005. A centralised<br />

system will require a more robust disaster recovery plan as well as<br />

a highly reliable data centre and network. These areas will be<br />

the main focus for 2005.


<strong>Group</strong> marketing is tasked to<br />

constantly re-evaluate processes<br />

and proactively develop sales<br />

and marketing opportunities.<br />

Responsible for the <strong>Group</strong>’s loyalty<br />

clubs, statements, public relations,<br />

customer data analysis and direct<br />

marketing.<br />

Review<br />

Under the banner of Direct, all chains, with the exception of<br />

Hi-Fi Corporation, have been successfully integrated into monthly<br />

marketing programmes. Campaign results have consistently<br />

exceeded expectations and, for the fifth consecutive year, a gold<br />

Loerie award was received from the South African Direct<br />

Marketing Association in recognition of campaign effectiveness.<br />

Successful direct marketing campaigns were extended to various<br />

qualified external bases.<br />

The Club division of corporate marketing has consistently<br />

increased revenue to all the chains, while simultaneously offering<br />

improved value and strengthened loyalty propositions to club<br />

members. A sophisticated data mining and management<br />

programme has been launched to streamline and strengthen<br />

direct targeting and campaign interpretation.<br />

The public relations function has performed at exceptional<br />

standards of professionalism, while all divisions within <strong>Group</strong><br />

47<br />

Leoni Field (40)<br />

Marketing executive – 18*<br />

* years experience in retail<br />

marketing have successfully incorporated and implemented the<br />

chain differentiation strategy within their respective activities.<br />

Outlook<br />

Marketing<br />

The <strong>Group</strong> marketing department will continue to provide<br />

professional marketing support to the chains, simultaneously<br />

adding value and contributing to increased market share.<br />

The department is perfectly positioned to unlock the true value<br />

of the <strong>Group</strong>’s database, to optimise customer acquisition and<br />

retention through the data management tools and to strive<br />

to provide the chains with world class service in achieving<br />

these objectives.


Co-ordinates the merchandising<br />

functions in the <strong>Group</strong>, capitalising<br />

on strong relationships with local and<br />

global suppliers to meet changing<br />

customer needs.<br />

Review<br />

The <strong>Group</strong> continued its drive to optimise merchandising<br />

efficiencies with a resultant positive impact on sales growth. This<br />

achievement was attained despite the prevailing deflationary<br />

environment and without any concomitant margin sacrifice.<br />

<strong>Group</strong> merchandise department’s ability to timeously develop<br />

and implement appropriate strategies to take advantage of<br />

the increased consumer demand also contributed meaningfully<br />

to growth.<br />

Due to its innovative and enhanced information systems<br />

capabilities, superior consumer market trend analysis skills and<br />

constant global scanning for new product trends and ideas, the<br />

<strong>Group</strong> was able to successfully maintain its status as industry<br />

leader. Furthermore, the merchandising department’s emphasis on<br />

maintaining a sound and proactive relationship with both local and<br />

global suppliers, ensured ongoing product innovation and efficient<br />

product delivery.<br />

48<br />

Outlook<br />

Merchandise<br />

Fred Ginsberg (57)<br />

<strong>Group</strong> executive –<br />

Merchandise – 37*<br />

* years experience in retail<br />

<strong>Group</strong> merchandise will ensure that it continues to underpin the<br />

<strong>Group</strong>’s highly successful differentiation strategy. However, the<br />

optimisation of unit sales and selling prices in order to maximise<br />

top line sales and gross profit levels, remains the overriding goal<br />

of the division. <strong>Group</strong> merchandise will also continue its<br />

passionate and unrelenting pursuit of finding new and innovative<br />

ways of doing things.


Responsible for the <strong>Group</strong>’s property<br />

negotiations, project and shopfitting,<br />

lease administration and related<br />

legal aspects.<br />

Review<br />

The 2004 financial year was extremely exciting in that the <strong>Group</strong><br />

embarked upon a differentiation programme across all eight<br />

southern African chains.<br />

The resultant new display formats have absolutely differentiated<br />

our brands from each other and our competitors.<br />

Our renovations programme was delayed during the year as a<br />

result of the differentiation and branding process, but has gained<br />

momentum towards the latter part of the year.<br />

During the year, the department negotiated 320 leases, of which<br />

250 were renewals. The project team successfully managed the<br />

relocation of 17 stores, opened 8 new stores and renovated<br />

91 stores.<br />

A total of 1 367 leases are administered by the now fully<br />

integrated department, which includes the management of the<br />

<strong>Group</strong> rentroll.<br />

49<br />

Outlook<br />

Property<br />

André Maré (52)<br />

<strong>Group</strong> executive –<br />

Property services – 30*<br />

Executive management<br />

Etienne du Plessis (54)<br />

Bluris LLB<br />

Property leases and<br />

administration – 29*<br />

Ivan Nefdt (41)<br />

Property management – 16*<br />

Nico Celliers (47)<br />

BSc (Hons) Prod Eng<br />

Property leases and<br />

project management – 19*<br />

* years experience in furniture<br />

retail/property<br />

It is our commitment to renovate twenty percent of our store base<br />

per annum, in line with the new chain differentiation strategies.<br />

R40 million has been earmarked for the new financial year and we<br />

will continue to contribute to <strong>Group</strong> bottom line by ensuring that<br />

chain refurbishment costs are within budgeted parameters.<br />

The tremendous growth in the property market during the course<br />

of the financial year under review, has resulted in limited available<br />

retail premises. We have strengthened our employee complement<br />

to ensure that we pursue every opportunity to enhance the<br />

<strong>Group</strong>’s trading footprint.


Responsible for the statutory corporate<br />

secretarial functions of the <strong>Group</strong>.<br />

Review<br />

The year under review was dominated by the absorption of the<br />

statutory entities of Profurn, the onerous compliance<br />

responsibilities imposed on the department by the enactment of<br />

the Financial Intelligence Centre Act and Financial Advisory and<br />

Intermediary Services Act, as well as management of the transition<br />

process to the new administrators of The <strong>JD</strong> <strong>Group</strong> Employee<br />

Share Incentive Scheme.<br />

The number of South African companies administered by the<br />

secretarial department was unchanged at 43. Those companies<br />

incorporated in the BLNS and Mozambique countries are separately<br />

administered by company secretaries in those countries.<br />

Following the reintroduction of the requirement to lodge annual<br />

returns for every South African registered company with the<br />

Registrar of Companies, some 25 dormant subsidiaries have been<br />

earmarked for deregistration in due course and key trade names<br />

will be registered as defensive company names to enhance<br />

administrative efficiencies.<br />

50<br />

Outlook<br />

Secretarial<br />

Melvyn Jaye (59)<br />

CA(SA)<br />

Company secretary – 41*<br />

Executive management<br />

Theva Naidoo (41)<br />

BA BCom (Hons)<br />

Special projects – 19*<br />

* years experience in<br />

auditing/company secretarial<br />

practice/financial services<br />

To continually enhance and streamline the duties performed by<br />

the secretarial department with a view to achieving excellence in<br />

all facets of statutory company administration and to ensure<br />

compliance with the JSE Securities Exchange South Africa Listing<br />

Requirements, with particular reference to the recently introduced<br />

Social Responsibility Index, the King II <strong>Report</strong> on Corporate<br />

Governance and other legislation.


Influencing and shaping the <strong>Group</strong>’s<br />

strategic thinking.<br />

Review<br />

The strategy department has been successfully established as a<br />

key contributor to influencing and shaping the corporate mindset<br />

of the <strong>Group</strong> towards its short, medium and long term growth<br />

strategies.<br />

During the year the department initiated and co-developed the<br />

following major strategic initiatives with the chains:<br />

■ The design, development and planning of the <strong>Group</strong>’s<br />

differentiation strategy with the focus on implementation for the<br />

next four years, to ensure increased competitiveness in the<br />

external market whilst minimising any potential risk of internal<br />

focus.<br />

■ Design, development and planning of a Business Performance<br />

Improvement (BPI) strategy to unlock value internally.<br />

■ Successful launch of a Retail Leadership and Development<br />

Programme (RLDP) and the conclusion of a Certification<br />

Agreement with the Centre for Business Management of the<br />

University of South Africa as partners in this programme as from<br />

2005. A relationship has been established with the Gordon’s<br />

Institute of Business Science (GIBS) for the leadership<br />

development of <strong>Group</strong> Executives through their International<br />

Executive Leadership Development Programme (ELDP).<br />

■ Completion of a successful research programme for all chains, to<br />

validate their differentiated positioning and branding.<br />

51<br />

■ Launch and successful implementation of a Supplier Relationship<br />

Optimisation Programme (SROP) to ensure alignment with the<br />

<strong>Group</strong>’s differentiation strategy and to identify opportunities for<br />

efficiency improvement.<br />

■ Final closure and follow through on the Profurn acquisition.<br />

Outlook<br />

Strategy<br />

The department will ensure the following:<br />

Dr Henk Greeff (45)<br />

BA.Ed (cum laude)<br />

B.Ed (Ed.Management) (cum laude)<br />

M.Ed (Ed.Management) (cum laude)<br />

PhD<br />

<strong>Group</strong> strategy executive – 9*<br />

* years experience in strategic<br />

management consulting<br />

■ Monitoring and tracking of the implementation of the<br />

differentiation strategy of the <strong>Group</strong> and the follow through<br />

with the service departments and suppliers.<br />

■ Implementation of the BPI strategy and the realisation of the<br />

envisaged benefits.<br />

■ Enhancement and delivery of the next RLDP and ELDP leadership<br />

development programmes.<br />

■ Continuation of the research programme and enhancement to<br />

include socio-demographic perspectives.<br />

■ Expansion of the SROP to all strategic suppliers, thereby securing<br />

alignment with our differentiation strategies and optimised<br />

mutual efficiencies.


2004<br />

The <strong>JD</strong> <strong>Group</strong> comes of age. 21 years young.


A dream made real through the dedication of all our employees, with the<br />

support of those providing us with funding and goods and because we have<br />

consumers who believe and trust in what we offer. Thank you, one and all.


Contact details<br />

<strong>JD</strong> GROUP LIMITED<br />

<strong>JD</strong> House<br />

27 Stiemens Street<br />

Braamfontein, 2001<br />

PO Box 4208, Johannesburg, 2000<br />

Telephone +27 11 408 0408<br />

Facsimile +27 11 408 0604<br />

E-mail info@jdg.co.za<br />

Internet website http://www.jdg.co.za<br />

54


Maxx New Media<br />

Concept and design<br />

GRAPHICOR 31289


www.jdg.co.za


A brighter future to come<br />

<strong>Annual</strong> Financial Statements 2004


Corporate governance...........................................................1<br />

Ten year review ..................................................................10<br />

Directors’ approval of the annual financial statements ........14<br />

<strong>Report</strong> of the independent auditors ....................................15<br />

Certificate by company secretary ........................................15<br />

Directors’ report .................................................................16<br />

Directors’ remuneration ......................................................18<br />

Definitions and accounting policies......................................24<br />

<strong>Group</strong> annual financial statements and notes ......................30<br />

2 1 Y E A R S Y O U N G<br />

1 9 8 3 -<br />

2 0 0 4<br />

Segmental analysis .............................................................55<br />

Share incentive trusts and salient features ..........................60<br />

<strong>JD</strong> <strong>Group</strong> Limited – company financial statements ..............63<br />

Subsidiaries ........................................................................64<br />

Analysis of shareholders ......................................................66<br />

Notice to shareholders .......................................................67<br />

Directorate and administration ............................................70<br />

Form of proxy ....................................................................71<br />

Shareholders’ diary ............................................................IBC


“the way you behave when you are not being watched”<br />

Mervyn King defines good governance<br />

Introduction<br />

This corporate governance statement sets out the key governance<br />

principles and practices of <strong>JD</strong> <strong>Group</strong>. <strong>JD</strong> <strong>Group</strong> is a dual listed<br />

company with its primary listing on the JSE Securities Exchange<br />

South Africa (“JSE”) and its secondary listing on the Namibian<br />

Stock Exchange (“NSX”).<br />

The board of directors is committed to, and support, the principles<br />

contained in the Code of Corporate Practices and Conduct as set<br />

out in the second report of the King Commission (“King II”) on<br />

Corporate Governance for South Africa, as well as the Listing<br />

Requirements of the JSE and the NSX.<br />

Statement of compliance<br />

Based on the information set out in this corporate governance<br />

statement, the board believes that throughout the accounting<br />

period under review, the <strong>Group</strong> has applied the principles of<br />

King II and complied with the provisions set out in the Listing<br />

Requirements of the JSE and the NSX.<br />

Business model<br />

<strong>JD</strong> <strong>Group</strong>’s business model consists of eight chains trading within<br />

Africa, the Abra chain trading in Poland, and support services<br />

provided by 11 corporate service departments.<br />

The directors are of the opinion that the business model in place is<br />

balanced and sound and provides a solid platform for continued<br />

growth. The directors are nevertheless aware of the changing<br />

dynamics of the industry and will modify <strong>Group</strong> strategy and models<br />

from time to time in accordance with changing circumstances.<br />

Strategic business goals<br />

The <strong>Group</strong>’s corporate objectives and opportunities, set out on<br />

page 5 of book 2, evidence its commitment to good corporate<br />

governance.<br />

Endorsement of King II<br />

<strong>JD</strong> <strong>Group</strong> remains fully committed to the principles of effective<br />

corporate governance and application of the highest ethical<br />

standards in the conduct of its business. We endorse the principles<br />

of integrity and accountability advocated by King II. In all dealings<br />

we strive to ensure that the interests of stakeholders are foremost in<br />

our decisions and that they are fully informed of the process.<br />

We have long recognised that good corporate governance is<br />

essentially about leadership and that the need exists to conduct<br />

the business with integrity and in compliance with best<br />

international practices, while taking cognisance of the value<br />

systems of the countries in which we operate.<br />

1<br />

Corporate governance<br />

Code of conduct<br />

The <strong>Group</strong> is committed to the highest ethical standards of<br />

business conduct and to fully complying with all applicable laws<br />

and regulations.<br />

The directors, employees, employees of outsourced functions as<br />

well as suppliers to <strong>JD</strong> <strong>Group</strong>, are all expected to comply with the<br />

principles and act in terms of the code of conduct. The directors<br />

believe that the ethical standards of the <strong>Group</strong>, as stipulated in the<br />

code of conduct are monitored and are being met. Where there is<br />

non-compliance with the code of conduct, the appropriate<br />

discipline is enforced with consistency as <strong>JD</strong> <strong>Group</strong> responds to<br />

offences and prevents re-occurrence.<br />

Chairman and board of directors<br />

Chairman<br />

The executive chairman is David Sussman, founder of the <strong>Group</strong>.<br />

The board delegates to the chairman responsibility for<br />

ensuring the effectiveness of governance practices. He leads<br />

the board and is responsible for representing the board to<br />

shareholders.<br />

The reason for not appointing a non-executive chairman is that<br />

David is a founder and custodian of the soul of the <strong>Group</strong> and, in<br />

the opinion of the board, his position as executive chairman does<br />

not compromise the principles of corporate governance.<br />

Board<br />

The Company has a unitary board comprising 10 directors of<br />

whom five are non-executive directors. The board considers<br />

Mervyn King, Len Konar, Maureen Lock and Martin Shaw as<br />

independent non-executive directors as defined by King II and the<br />

Listing Requirements of the JSE.<br />

In compliance with King II and the Listing Requirements of the JSE,<br />

the roles of the chairman and the chief executive officer are separate.<br />

The primary responsibilities of the board include regular review of the<br />

strategic direction of investment decisions and performance against<br />

approved plans, budgets and best practice standards. The board<br />

retains full and effective control of the <strong>Group</strong> and decisions on<br />

material matters are reserved for the board.<br />

The board meets at least quarterly, and more frequently if<br />

circumstances or decisions require. The attendance register of<br />

meetings is set out below.


Corporate governance continued<br />

2003 2004<br />

Director 16 Nov 5 Dec 10 Mar 17 May 26 Jul 10 Nov<br />

ID Sussman P P P P P P<br />

HC Strauss P P P P P P<br />

JL Bezuidenhout P P P P P P<br />

G Völkel P P P P P P<br />

ME King P P A P P P<br />

D Konar P A P P P P<br />

IS Levy P P P P P P<br />

M Lock *<br />

P A A P A P<br />

MJ Shaw P P P P P P<br />

JHC Kok †<br />

– – P P P P<br />

* Non-resident P = Present<br />

† Appointed 1 March 2004 A = Apologies<br />

Mark Richards, corporate support services executive, attends all<br />

board meetings by invitation.<br />

Meetings are conducted in accordance with formal agendas,<br />

ensuring that all substantive matters are properly addressed.<br />

Standing subcommittees of the <strong>JD</strong> <strong>Group</strong> board have been<br />

appointed, details of which are set out in this report, while ad hoc<br />

subcommittees are created as and when necessary.<br />

The chairman sets the agenda for each meeting in consultation<br />

with the chief executive officer and the company secretary. Any<br />

director may request that additional matters be added to the<br />

agenda. Copies of board papers are circulated to the directors in<br />

advance of the meetings.<br />

There is a clear division between the responsibilities of the board<br />

and management.<br />

Mias Strauss, the chief executive officer, takes full responsibility for<br />

all operations.<br />

The non-executive directors take responsibility for ensuring that<br />

the chair encourages proper deliberation of all matters requiring<br />

the board’s attention. The board ensures that there is an<br />

appropriate balance of power and authority on the board so that<br />

no one individual or block of individuals can dominate the board’s<br />

decision making process.<br />

Directors are appointed on the basis of skill, acumen, experience<br />

and level of contribution to and impact on the activities of the<br />

<strong>Group</strong>. Non-executive directors contribute an unfettered and<br />

independent view on matters considered by the board and enjoy<br />

significant influence in deliberations at meetings. All directors<br />

have the requisite knowledge and experience required to properly<br />

execute their duties, and all participate actively in the proceedings<br />

at board meetings. The non-executive directors have no fixed term<br />

of office, while executive directors have entered into service<br />

contracts with Sustein Management (Pty) Ltd. The service contract<br />

continues until 28 February 2005 whereafter it automatically<br />

2<br />

endures for an indefinite period subject to one year’s notice from<br />

either party.<br />

The board and its committees are supplied with full and timely<br />

information which enables them to discharge their responsibilities.<br />

They have unrestricted access to all <strong>Group</strong> information. Nonexecutive<br />

directors have access to management and may even<br />

meet separately with management, without the executive<br />

directors being present.<br />

Some of the non-executive directors hold directorships or<br />

executive positions in companies with which <strong>JD</strong> <strong>Group</strong> has<br />

commercial relationships. The board has considered all these<br />

relationships and does not consider that any of them compromise<br />

the independence of the directors concerned.<br />

All directors are entitled, at the <strong>Group</strong>’s expense, to seek<br />

independent professional advice about the affairs of the <strong>Group</strong><br />

in relation to the execution of their duties, if such expertise<br />

is required.<br />

One third of the directors are subject, by rotation, to retirement<br />

and re-election at the annual general meeting in terms of the<br />

Company’s articles of association. In addition, all directors are<br />

subject to election by shareholders at the first annual general<br />

meeting after their initial appointment.<br />

The biographical details for each of the directors are set out on<br />

pages 10 to 12 of book 2.<br />

Interests in contracts<br />

During the year ended 31 August 2004, none of the directors had<br />

a significant direct or indirect interest in any contract or<br />

arrangement entered into by the Company or its subsidiaries.<br />

Company secretary<br />

The company secretary is Melvyn Jaye. The appointment and<br />

removal of the company secretary is a matter for the board as a<br />

whole. The company secretary advises the board on the<br />

appropriate procedures for the management of meetings and the<br />

implementation of governance procedures.<br />

The board has unlimited access to the company secretary,<br />

who advises the board and its subcommittees on issues<br />

including compliance with <strong>Group</strong> policies and procedures,<br />

statutory regulations and King II. He works with the board to<br />

ensure compliance with the Listing Requirements of the JSE and<br />

the NSX.<br />

Board committees<br />

Specific responsibilities have been delegated to board committees,<br />

all of which have defined charters in place.


<strong>JD</strong> <strong>Group</strong> Limited board and management committees<br />

A diagrammatic outline of the entities to which delegations have been made are set out below:<br />

Board<br />

Committees<br />

Audit<br />

Remuneration<br />

Nominations<br />

Risk Management<br />

<strong>JD</strong>G Trading board<br />

Audit committee<br />

The audit committee is a subcommittee of the board and<br />

comprises Mervyn King (chairman), Len Konar and Martin Shaw,<br />

all of whom are independent non-executive directors.<br />

David Sussman, Mias Strauss, Jan Bezuidenhout, Gerald Völkel,<br />

Johan Kok, Mark Richards, Leslie van Doesburgh, Ian Thompson<br />

and Pieter Pienaar attend meetings by invitation. The audit<br />

committee meets formally at least three times per annum to<br />

consider financial reporting issues and to advise the board on a<br />

range of matters, including corporate governance practices,<br />

internal control policies and procedures, and internal and external<br />

audit management.<br />

<strong>JD</strong> <strong>Group</strong> Main Board<br />

3<br />

Management<br />

Committees<br />

Exco<br />

RMEC<br />

Tradeco<br />

Servco<br />

Leadership and<br />

Development Council<br />

Chains<br />

Service Departments<br />

Employee<br />

Benefits Funds<br />

The external auditors attend the formal committee meetings and<br />

also have unrestricted access to the chairman of the<br />

audit committee. The audit committee is satisfied that the<br />

independence of the external auditors is not compromised by the<br />

present scale of non-audit related fees paid to them.<br />

Through the audit committee, the board regularly reviews<br />

processes and procedures to ensure the effectiveness of internal<br />

systems of control so that its decision making capability and the<br />

accuracy of its reporting is maintained at a high level at all times.<br />

The committee, furthermore, identifies and monitors the nonfinancial<br />

aspects relevant to the businesses of the <strong>Group</strong> and


Corporate governance continued<br />

reviews appropriate non-financial information that goes beyond<br />

assessing the financial and quantitative performance factors.<br />

The attendance register of meetings is set out below.<br />

2003 2004<br />

Member 16 Nov 5 Dec 11 Feb 14 May 10 Nov<br />

ME King P P P P P<br />

D Konar P A P P P<br />

MJ Shaw P P P P P<br />

P = Present A = Apologies<br />

Remuneration committee<br />

The remuneration committee is a subcommittee of the board and<br />

comprises four non-executive members, Ivan Levy (chairman),<br />

Mervyn King, Len Konar and Martin Shaw, and David Sussman. Its<br />

main responsibility is to review and approve the remuneration and<br />

employment terms of executive directors and senior <strong>Group</strong><br />

executives. Two meetings of the committee are scheduled<br />

annually, with ad hoc meetings convened as and when required.<br />

Nine executives are employed by Sustein Management. In terms of<br />

the management agreement between <strong>JD</strong> <strong>Group</strong>, <strong>JD</strong>G Trading and<br />

Sustein Management, a fee is paid by <strong>JD</strong>G Trading to Sustein<br />

Management for its services to the <strong>Group</strong>. These executives are<br />

therefore not remunerated directly by <strong>JD</strong> <strong>Group</strong>.<br />

In determining the remuneration of the executives, the<br />

remuneration committee aims to provide the appropriate<br />

packages required to attract, retain and motivate the executives<br />

whilst giving due consideration to remuneration levels, both<br />

within and outside the <strong>Group</strong>. To meet these objectives, the<br />

committee from time to time takes advice from external<br />

remuneration specialists.<br />

The <strong>Group</strong>’s primary executive remuneration objective is to reward<br />

the executives so as to ensure that their interests are, as far as<br />

possible, commensurate and aligned with the interests of the<br />

shareholders.<br />

Remuneration for the executives consists of an all inclusive total<br />

cost to company basic salary, a performance related bonus and<br />

share incentives. Full details of the remuneration of the individual<br />

directors and information on share rights are set out on pages<br />

18 to 23 of these annual financial statements.<br />

The basic salaries for the executives are reviewed annually. The<br />

committee compares current rates of pay to those observed in similar<br />

relevant companies within and outside the <strong>Group</strong>. This information<br />

is then adjusted to reflect both the <strong>Group</strong>’s performance compared<br />

to similar companies and the individual’s performance.<br />

An annual performance bonus is awarded as an incentive to<br />

executives to achieve predetermined financial and other targets.<br />

4<br />

The <strong>Group</strong> operates two share incentive schemes for directors and<br />

senior executives. The committee grants rights which relate to the<br />

executive contributions and responsibilities. Rights granted are<br />

subject to time limits. Rights are also granted to non-executive<br />

directors since this aligns the interests of these directors with the<br />

<strong>Group</strong>’s shareholders.<br />

The remuneration of the non-executive directors is set by the<br />

executive chairman after consultation with the <strong>Group</strong>’s advisors.<br />

The remuneration of the chairman is set by the committee while<br />

he is not in attendance.<br />

The attendance register of meetings is set out below.<br />

Member<br />

2004<br />

16 February 2 August<br />

IS Levy P P<br />

ME King P P<br />

D Konar P P<br />

MJ Shaw A P<br />

ID Sussman P P<br />

P = Present A = Apologies<br />

Nominations committee<br />

The nominations committee, comprising the same members as<br />

the remuneration committee, is chaired by Ivan Levy.<br />

The nominations committee supports and advises the board in<br />

ensuring that the board comprises individuals who are best able to<br />

discharge the responsibilities of directors, having regard to the law<br />

and the highest standards of governance, by:<br />

assessing the skills required on the board;<br />

from time to time assessing the extent to which the required<br />

skills are represented on the board;<br />

establishing processes for the review of the performance of<br />

individual directors and the board as a whole; and<br />

establishing processes for the identification of suitable<br />

candidates for appointment to the board.<br />

The attendance register of meetings is set out below.<br />

Member<br />

2003<br />

16 November<br />

IS Levy P<br />

ME King P<br />

D Konar P<br />

MJ Shaw P<br />

ID Sussman P<br />

P = Present A = Apologies<br />

Risk management committee<br />

The risk management committee is a stand alone subcommittee<br />

of the board. This committee comprises Len Konar (chairman),<br />

Martin Shaw, Mias Strauss, Gerald Völkel, Mark Richards,<br />

Johan Kok, Ian Child, Lindsay Mentor and Pieter Pienaar. Meetings<br />

are held at least three times per annum.


The purpose of this committee is to address general business risks<br />

applicable to the business units and corporate service departments,<br />

credit risks, exchange rate exposure, insurable losses, interest rate<br />

and liquidity risks as well as legislative and external risks. The<br />

findings of this committee are reported to the audit committee.<br />

A dedicated assets and liabilities management subcommittee,<br />

comprising Jan Bezuidenhout and Gerald Völkel, reports to this<br />

committee.<br />

A risk management executive committee, comprising chain and<br />

corporate service department executives, also reports to this<br />

committee.<br />

The board is confident that the fundamental processes are now in<br />

place to ensure compliance with current and future risk<br />

management requirements.<br />

Risks are identified and monitored through the planning process,<br />

the close involvement of the executive directors in the <strong>Group</strong>’s<br />

operations and the periodic monitoring of key issues to ensure<br />

that the significant risks faced by the <strong>Group</strong> are evaluated in terms<br />

of impact and severity rating and appropriately managed.<br />

Risk is not only viewed from a negative perspective. The review<br />

process also identifies areas of opportunity, such as where effective<br />

risk management can be turned to competitive advantage.<br />

The attendance register of meetings is set out below.<br />

2003 2004<br />

Member 11 Nov 11 Feb 14 May 10 Nov<br />

D Konar P P P P<br />

IR Child P P P P<br />

JHC Kok P P P P<br />

LM Mentor A P P P<br />

PJ Pienaar P P P P<br />

MJ Richards P P A P<br />

MJ Shaw P P P P<br />

HC Strauss P P P P<br />

G Völkel A P P P<br />

P = Present A = Apologies<br />

<strong>JD</strong>G Trading board<br />

<strong>JD</strong>G Trading (Pty) Ltd is the wholly owned South African trading<br />

company of <strong>JD</strong> <strong>Group</strong>.<br />

Composition of board<br />

The board of <strong>JD</strong>G Trading consists of the five executive<br />

directors of <strong>JD</strong> <strong>Group</strong>, namely David Sussman, Mias Strauss,<br />

5<br />

Jan Bezuidenhout, Johan Kok and Gerald Völkel; and four senior<br />

executives, namely Mark Richards, Athol Beeforth, Vivian Horn<br />

and Arie Neven. Meetings are chaired by either David or Mias.<br />

The directors are individually mandated, empowered and held<br />

accountable for implementing the strategies and key policies<br />

determined by the <strong>JD</strong> <strong>Group</strong> board; managing and monitoring the<br />

business and affairs of the organisation in accordance with approved<br />

business plans and budgets; prioritising the allocation of capital and<br />

other resources and establishing best management and operating<br />

practices. Structured management succession planning, for purposes<br />

of identifying, developing and advancing of future leaders in the<br />

<strong>Group</strong>, is an important element in the managing process.<br />

Purpose of the board<br />

The purpose of the board is to serve as a governance mechanism<br />

through the process of semi-annual <strong>Group</strong> performance reporting.<br />

Frequency of meetings<br />

Meetings are held semi-annually to coincide with the<br />

announcements of results and on an ad hoc basis, as required.<br />

Management committees<br />

Specific responsibilities have been delegated to various<br />

management committees, all of which have defined charters<br />

in place.<br />

Executive committee (EXCO)<br />

Composition of committee<br />

The committee comprises David Sussman (chairman), Mias Strauss,<br />

Jan Bezuidenhout, Gerald Völkel, Johan Kok, Mark Richards,<br />

Athol Beeforth, Arie Neven, Vivian Horn, Fred Ginsberg and<br />

Henk Greeff.<br />

Purpose of committee<br />

The purpose of the committee is to translate <strong>Group</strong> board<br />

strategic direction into a <strong>Group</strong> strategic plan and to address<br />

other items considered crucial for business success; to oversee<br />

the strategic planning process in order to secure successful<br />

implementation; and to monitor <strong>Group</strong> performance in<br />

accordance with the <strong>Group</strong> strategic plan.<br />

Agendas<br />

The agendas include the monitoring of strategic business goals,<br />

performance review, risk review, succession planning, business<br />

intelligence, and establishing and monitoring <strong>Group</strong> policies<br />

and procedures.<br />

Frequency of meetings<br />

Meetings are held on a monthly basis.


Corporate governance continued<br />

Risk management executive committee (RMEC)<br />

Composition of committee<br />

The risk management executive committee comprises Mark Richards<br />

(chairman), Dick Behrens, Ian Child, Johan Kok, Lindsay Mentor,<br />

Vivian Horn, Pieter Pienaar, Mias Strauss and Gerald Völkel.<br />

Purpose of committee<br />

The purpose of this committee is to identify and review the risks<br />

presented by the <strong>Group</strong>’s local and offshore operations and<br />

corporate service departments from the <strong>Group</strong>’s perspective and<br />

to rate them in terms of probability and impact. It reports to the<br />

<strong>Group</strong> risk management committee and to the <strong>JD</strong>G Trading board.<br />

Frequency of meetings<br />

This committee meets on a quarterly basis.<br />

Tradeco<br />

Composition of committee<br />

The committee comprises Johan Kok (chairman), Mark Richards,<br />

Athol Beeforth, Arie Neven, Fred Ginsberg, Vivian Horn, Leslie van<br />

Doesburgh, Dick Behrens, Leoni Field, Lindsay Mentor,<br />

Rénier Krige, Melvyn Jaye and the chain chief executives.<br />

Purpose of committee<br />

The purpose of the committee is to translate, plan and implement<br />

<strong>Group</strong> strategy as determined by EXCO applicable to the chains;<br />

to monitor and track progress thereon and to ensure compliance<br />

with policies as per predetermined and agreed performance areas.<br />

Agendas<br />

The agendas include deliberations on <strong>Group</strong> strategic business<br />

goals; operations business goals, business performance<br />

measurements; receivables and inventory management and<br />

performance; people development and satisfaction; performance<br />

of service departments and of suppliers in terms of service<br />

level agreements; research and development trends internally<br />

and externally; operations policies; and progress reviews on<br />

<strong>Group</strong> projects and other important initiatives which may impact<br />

on operations.<br />

Frequency of meetings<br />

Meetings are held on a monthly basis.<br />

Servco<br />

Composition of committee<br />

The committee comprises Mias Strauss (chairman), Johan Kok,<br />

Mark Richards, Gerald Völkel, Vivian Horn, Leslie van Doesburgh,<br />

Ian Thompson, Ian Child, Lindsay Mentor, Dick Behrens, Pieter<br />

Pienaar, André Maré, Clive Dicks, Leoni Field, Henk Greeff, Melvyn<br />

Jaye and Rénier Krige.<br />

Purpose of committee<br />

The purpose of the committee is to translate, plan and implement<br />

<strong>Group</strong> strategy as determined by EXCO applicable to service<br />

departments, and to monitor and track progress thereon as per<br />

predetermined and agreed performance milestones.<br />

6<br />

Agendas<br />

The agendas include deliberations on <strong>Group</strong> strategic business<br />

goals; service department strategic business goals; <strong>Group</strong> projects<br />

as approved and registered at the <strong>Group</strong> projects administration<br />

office; people development and satisfaction; performance of<br />

service departments and of suppliers in terms of service level<br />

agreements; research and development trends internally and<br />

externally; progress on other important initiatives not necessarily<br />

registered as <strong>Group</strong> projects; and risk management.<br />

Frequency of meetings<br />

Meetings are held on a monthly basis.<br />

Leadership and Development Council<br />

This committee comprises Mias Strauss (chairman), Athol Beeforth,<br />

Henk Greeff, Johan Kok, Arie Neven, Mark Richards,<br />

Lindsay Mentor and Rénier Krige. The committee’s charter includes<br />

leadership development, succession management and expediting<br />

the achievement of equity targets.<br />

Chain and corporate service department committees<br />

The chain chief executives, Bill Chalmers, James Gibson, Mike<br />

Roberts, Diane Bowran, Toy de Klerk, Jannie Els, Len Rundle and<br />

Wietske van der Westhuizen, and heads of the corporate service<br />

departments, Dick Behrens, Ian Child, Clive Dicks, Leoni Field,<br />

Fred Ginsberg, André Maré, Lindsay Mentor, Pieter Pienaar, Leslie<br />

van Doesburgh and Ian Thompson act as chairmen of either chain<br />

or corporate service department meetings held on a monthly basis.<br />

The executive management teams of the chains and corporate<br />

service departments, respectively, attend these meetings.<br />

Marketing and merchandise meetings<br />

Chain marketing and merchandise review meetings are chaired by<br />

the marketing executives. The entire executive teams attend these<br />

meetings together with David, Vivian and Fred. Representatives of<br />

the chain advertising agencies also attend. The purpose of these<br />

meetings is to determine all advertising and marketing promotions<br />

for the next two to three months. These meetings are held on a<br />

monthly basis.<br />

Credit meetings<br />

Credit meetings are chaired by Mias. The chain chief executives,<br />

operations executives and debtors executives, together with Dick,<br />

Johan, Athol and Arie, also attend. The purpose of these<br />

meetings is to review all aspects of the performance of the<br />

receivables books and related matters. These meetings are held<br />

on a monthly basis.<br />

Abra board<br />

The management board of Abra in Poland carries out the same<br />

functions as the <strong>JD</strong>G Trading board.<br />

The supervisory board of Abra includes David Sussman (chairman),<br />

Mias Strauss, Mark Richards, Jan Bezuidenhout and Fred Ginsberg.


Employment benefits funds<br />

Approximately 95% of <strong>Group</strong> employees are members of a<br />

retirement fund offered by the <strong>Group</strong>. The retirement funds are<br />

the Alexander Forbes Retirement Fund Pension and Provident –<br />

(<strong>JD</strong>G Trading (Pty) Ltd (“AFRF”)); The <strong>JD</strong> <strong>Group</strong> Defined Benefit<br />

Pension Fund (Defined Benefit Fund); the SA Commercial Catering<br />

and Allied Workers Union National Provident Fund (“SNFP”);<br />

various small funds in Botswana, Lesotho and Swaziland and the<br />

Social Security Fund (“SSF”) in Poland. The <strong>Group</strong> also participates<br />

in the Profurn Pension Fund and the Profurn Provident Fund, both<br />

of which will be absorbed into the AFRF once regulatory approval<br />

is granted.<br />

The AFRF is an umbrella fund, in which a number of employees<br />

participate, and has a professional board of trustees in place.<br />

Management committees comprising four employer appointed<br />

and four employee elected members monitor and review the AFRF,<br />

monitor investments and assist in the distribution of death<br />

benefits. The employer appointed management committee<br />

members who represent <strong>JD</strong>G Trading on the AFRF are Ivan Levy,<br />

Jan Bezuidenhout, Lindsay Mentor and Rénier Krige.<br />

The SNPF in an umbrella fund in which a number of employees<br />

participate in terms of a collective bargaining arrangement with<br />

SACCAWU. Old Mutual Employee Benefits Industry Funds Unit are<br />

the administrators of the SNPF.<br />

The Defined Benefit Fund employer trustees are Ivan Levy<br />

(chairman/employer trustee), Jan Bezuidenhout (principal<br />

officer/employer trustee), Lindsay Mentor (employer trustee)<br />

Rénier Krige (employer trustee) and four member elected trustees.<br />

Frequency of meetings<br />

The AFRF and Defined Benefit Fund hold annual formal<br />

management committee meetings with informal meetings as and<br />

when required.<br />

Details of the <strong>Group</strong>’s retirement funds and impact on the<br />

financial statements are set out in note 23 of the annual financial<br />

statements.<br />

Employment equity and skills development<br />

<strong>JD</strong> <strong>Group</strong> strives to create an environment in which all individuals<br />

and teams may develop their full potential for the benefit of<br />

themselves and the <strong>Group</strong>.<br />

The directors acknowledge that the effective development of<br />

employees is key to the success of the <strong>Group</strong>. The human resource<br />

policies include a broad framework of corporate values and are<br />

driven by the need to ensure effective utilisation of and<br />

investment in human resources. Merit and competence are the<br />

key criteria for advancement in the <strong>Group</strong>. Acknowledging the<br />

diversity of cultures in the employee complement, the <strong>Group</strong><br />

continually seeks to redress historical imbalances so that all<br />

employees can compete on equal terms. The <strong>Group</strong> applies<br />

policies that do not discriminate on grounds of race, age,<br />

disability, gender or religion and which provide good opportunities<br />

for previously disadvantaged sections of the community.<br />

7<br />

The <strong>Group</strong> recognises the rights of employees regarding freedom<br />

of expression and freedom of association and representation. The<br />

<strong>Group</strong> affirms that employees have the right to choose to<br />

participate in organised labour structures and collective<br />

bargaining. Where possible, employee participation in problem<br />

solving and decision making is encouraged.<br />

Training and career development are important elements of<br />

<strong>JD</strong> <strong>Group</strong>’s business philosophy and success. In a challenging<br />

environment, strong leadership is required to guide a successful<br />

business. The <strong>Group</strong> puts a high priority on developing the next<br />

generation of business leaders and continues to explore new<br />

ways to foster a progressive workplace that attracts and inspires<br />

employees of the required calibre.<br />

The <strong>Group</strong> actively pursues people development in order to<br />

influence, support and grow operational efficiency and<br />

performance. Training and development of all employees is a nonnegotiable<br />

core principle of the <strong>Group</strong>.<br />

In April 2003, the <strong>JD</strong> <strong>Group</strong> Learning Academy (<strong>JD</strong>LA) was<br />

established at the previous Morkels head office in Hillfox,<br />

Roodepoort. The <strong>JD</strong>LA has hosted almost 8 000 delegates since<br />

inception. Although the <strong>JD</strong>LA is the primary venue for behavioural<br />

skills development, the chains run their own regional training<br />

centres. Technical and retail specific skills development are catered<br />

for at business unit level.<br />

Structured development includes Basic, Retail, Advanced and<br />

Executive Development Programmes. During the period the <strong>Group</strong><br />

conducted 9 500 employee development interventions in<br />

compliance with the workplace skills plan administered by the<br />

Wholesale and Retail Education Sector Authority.<br />

Stakeholders’ communication<br />

The board is aware of the importance of balanced and<br />

understandable communication of the <strong>Group</strong>’s activities to<br />

stakeholders and strives to clearly present any matters material<br />

to a proper appreciation of the <strong>Group</strong>’s position. The interests<br />

and concerns of stakeholders are addressed by communicating<br />

information as it becomes known.<br />

The directors foster a mutual understanding of objectives shared<br />

between the <strong>Group</strong> and its institutional shareholders by meeting<br />

with and making presentations to them on a regular basis. The<br />

board welcomes the attendance of private shareholders at the<br />

annual general meetingand other general meetings, which<br />

provides them with the opportunity to address questions. At last<br />

year’s annual general meeting, all resolutions were passed on a<br />

show of hands. The level of proxies lodged on each resolution was<br />

announced at the meetings.<br />

The <strong>Group</strong> adopts a proactive stance in timely dissemination of<br />

appropriate information to stakeholders through print and<br />

electronic news releases and the statutory publication of the<br />

<strong>Group</strong>’s financial performance.


Corporate governance continued<br />

Financial control and reporting<br />

The directors are responsible for ensuring that <strong>Group</strong> companies<br />

maintain adequate records, and for reporting on the financial<br />

position of the <strong>Group</strong> and the results of the activities with<br />

accuracy and reliability. Financial reporting procedures are applied<br />

in the <strong>Group</strong> at all levels to meet this responsibility. Financial and<br />

other information is constantly reviewed and remedial action<br />

taken, where necessary.<br />

Improvements to the quality of reported information are continually<br />

effected by means of replacing or upgrading information systems.<br />

The <strong>Group</strong>’s financial statements are prepared in accordance with<br />

South African Statements of Generally Accepted Accounting<br />

Practice and International Financial <strong>Report</strong>ing Standards as well as<br />

the consistent use of appropriate accounting policies, unless an<br />

accounting policy requires revision or adoption of new accounting<br />

standards, in which case proper disclosure will be made,<br />

supported by reasonable and prudent judgements and estimates,<br />

in order to properly disclose the <strong>Group</strong>’s financial status.<br />

Internal control and internal audit<br />

The board has overall responsibility for ensuring that the <strong>Group</strong><br />

maintains a system of internal financial control to provide it with<br />

reasonable, but not absolute, assurance regarding the reliability of<br />

the financial information used within the business and for<br />

publication, and to ensure that assets are safeguarded.<br />

The key features of the internal control systems that operated<br />

throughout the year under review are described hereunder.<br />

Control environment<br />

A documented organisational structure with clearly defined lines<br />

of responsibility and delegation of authority from the board to the<br />

chains and corporate service departments is in place. The board<br />

has established policies and procedures, including a levels of<br />

authority document and a code of conduct, to foster a strong<br />

ethical climate.<br />

Financial monitoring systems<br />

The <strong>Group</strong> operates a comprehensive annual planning and<br />

budgeting process. The annual budget is approved by the board.<br />

The financial reporting system compares results with plans,<br />

budgets and the previous year and is able to identify deviations on<br />

a daily and monthly basis. <strong>Report</strong>s include regular cash flow<br />

statements, income statements and balance sheets projected for<br />

12 months, which are used in determining future funding needs.<br />

Main control procedures<br />

The directors have adopted a schedule of matters which are<br />

required to be brought to it for decision, thus ensuring that it<br />

maintains full and effective control over appropriate strategic,<br />

financial, organisational and compliance issues. The board has<br />

identified a number of key areas which include treasury, legislative<br />

requirements, information technology, strategic business goals<br />

and other matters which are subject to regular reporting. Financial<br />

controls and procedures are in place, including procedures for<br />

seeking and obtaining approval for major transactions and<br />

8<br />

organisational changes. Organisational controls involving the<br />

segregation of incompatible duties and controls relating to the<br />

security of assets are also covered.<br />

The board regularly reviews the operations and effectiveness of<br />

internal financial control. The board considers that there have<br />

been no weaknesses which have led to any material losses or<br />

contingencies during this financial year.<br />

Internal control<br />

The directors accept responsibility for maintaining appropriate<br />

internal control systems to ensure that the <strong>Group</strong>’s assets are<br />

safeguarded and managed, and losses arising from fraud or other<br />

illegal acts are minimised. Control systems are monitored and<br />

improved in accordance with generally accepted best practice.<br />

Internal audit<br />

Internal audit is an independent, objective assurance and<br />

consulting function designed to add value to and improve the<br />

<strong>Group</strong>’s operations. It helps the <strong>Group</strong> accomplish its objectives<br />

by bringing a systematic, disciplined approach to evaluate and<br />

improve the effectiveness of risk management, control and<br />

compliance processes. It provides:<br />

assurance that the management processes are adequate to<br />

identify and monitor significant risks;<br />

confirmation of the adequacy and effective operation of the<br />

established internal control systems;<br />

credible processes for feedback on risk management and<br />

assurance; and<br />

objective confirmation that the board receives assurance from<br />

management that information is reliable.<br />

The purpose, authority and responsibility of the internal audit<br />

activity are formally defined in an internal audit charter, which is<br />

approved by the board, and which is consistent with the Institute<br />

of Internal Auditors’ definition of internal auditing.<br />

The activities of the internal auditors are co-ordinated by the<br />

<strong>Group</strong> internal audit executive, with unrestricted access to the<br />

audit committee chairman and its members.<br />

Internal audit co-ordinates with the external auditors to ensure<br />

proper coverage and to minimise duplication of effort. The<br />

external auditors also review reports issued by internal audit.<br />

Audit plans for each chain are tabled annually to take account of<br />

changing business needs. Follow up audits are conducted in areas<br />

where weaknesses are identified.<br />

The internal audit plan, approved by the audit committee, is based<br />

on risk assessments, which are of a continuous nature so as to<br />

identify not only existing and residual risks, but also emerging<br />

risks, as well as issues highlighted by the audit committee and risk<br />

management committee. Internal audits are conducted formally<br />

at each chain workplace and corporate service department on<br />

aregular basis.


Fraud and illegal acts<br />

<strong>JD</strong> <strong>Group</strong> does not engage in or accept or condone the engaging in<br />

of any illegal acts in the conduct of its business. The directors’ policy<br />

is to actively pursue and prosecute the perpetrators of fraudulent or<br />

other illegal activities, should they become aware of any such acts.<br />

Black economic empowerment (“BEE”)<br />

The <strong>Group</strong> actively participates in initiatives directed at the<br />

empowerment of previously disadvantaged groups in the South<br />

African community.<br />

<strong>JD</strong> <strong>Group</strong> is fully cognisant of the Black Economic Empowerment<br />

Act, 2003 and further awaits the regulations augmenting the Act<br />

which are due to be published in the short term. To this end the<br />

<strong>Group</strong> has actively engaged an external service provider to<br />

interrogate the best of breed strategies in the market place and to<br />

make formal recommendations with regard to the <strong>Group</strong>’s<br />

approach to BEE.<br />

Insider trading<br />

No employee may deal, directly or indirectly, in <strong>JD</strong> <strong>Group</strong> shares on<br />

the basis of unpublished price sensitive information regarding<br />

the business or affairs of the <strong>Group</strong>. No director or executive<br />

who participates in the <strong>JD</strong> <strong>Group</strong> share incentive schemes may<br />

trade in <strong>JD</strong> <strong>Group</strong> shares during closed periods as defined in<br />

the JSE Securities Exchange South Africa Listing Requirements.<br />

Going concern<br />

The directors report that, after making enquiries, they have a<br />

reasonable expectation that the <strong>Group</strong> has adequate resources to<br />

continue in operational existence for the foreseeable future. For<br />

this reason, the <strong>Group</strong> continues to adopt the going concern basis<br />

in preparing the annual financial statements.<br />

Accountability review<br />

Performance measures are reported in accordance with triple<br />

bottom line methodology in economic, environmental and social<br />

categories. Social responsibility initiatives are discussed in detail on<br />

page 23 of book 2.<br />

Economic impacts<br />

Corporate objective<br />

To be a desired investment by all investors as a result of above<br />

average performance and consistent growth.<br />

The cornerstone of our business is to satisfy the consumer in the<br />

pursuit of consistent, acceptable profit growth. We create wealth<br />

for the benefit of all stakeholders. Our international expansion is<br />

intended to continue in Poland. The Abra business is now one of<br />

the largest furniture retailers in Poland. Revenues are increasing<br />

and levels of customer satisfaction remain high. Employee<br />

numbers continue to grow.<br />

<strong>JD</strong> companies spent R6,4 billion during the year on inventory<br />

purchases and services from suppliers. Our merchandise<br />

executives are focused on securing cost effective sourcing that<br />

guarantees consistent quality and service. Our first concern in<br />

supplier relationships is to meet legal and contractual obligations,<br />

9<br />

acknowledging that for many suppliers, their greatest need is to<br />

be paid on time. Each chain and corporate service department<br />

agrees fair payment terms and strives to meet them.<br />

<strong>JD</strong> <strong>Group</strong> places the highest priority on maintaining constructive<br />

relationships with governments at local and national levels and<br />

with regulatory agencies.<br />

Chains and corporate service departments must comply with all<br />

laws and seek constructive engagements with public authorities<br />

where necessary. As part of the accountability process, each chain<br />

and corporate service department is required to report all<br />

incidences of prosecutions or fines, major ongoing disputes and<br />

any formal investigations.<br />

Environmental impacts<br />

Corporate objective<br />

To manage the environmental impacts of our activities by<br />

complying with all relevant safety, health and environmental<br />

legislation and by enhancing awareness amongst our employees.<br />

In relation to the environment, the <strong>Group</strong> aims at all times to<br />

comply with all relevant legal obligations and regulations<br />

concerning the environment and to adopt an all encompassing<br />

approach to environmental protection measures with the object of<br />

achieving continuous improvements.<br />

The <strong>Group</strong> strives to keep waste materials to a minimum and to<br />

reduce, recycle and, where necessary, dispose of waste by the<br />

safest and most responsible means available to reduce<br />

environmental impact.<br />

The <strong>Group</strong>’s entire delivery fleet uses unleaded fuel to reduce the<br />

emission of carbon dioxide. Daily vehicle inspections are<br />

undertaken to ensure that fuel and oil leakages are kept to a<br />

minimum. Where deliveries are outsourced, our service providers<br />

have to comply with strict criteria in terms of minimising fuel and<br />

oil wastage.<br />

The need for minimising water and electricity consumption is<br />

actively encouraged at all workplaces.<br />

The <strong>Group</strong>’s internal audit department examines compliance with<br />

key features of existing environmental, health and safety<br />

legislation and reviews performance against agreed targets.<br />

The Braamfontein Regeneration Project is a key factor in driving<br />

inner city growth and renewal in Johannesburg. <strong>JD</strong> <strong>Group</strong> whose<br />

corporate head office is situated in Braamfontein, together with<br />

other major corporates, has been an integral part of this process,<br />

as evidenced by its investment in purchasing <strong>JD</strong> House,<br />

refurbishments thereto and the building of a parkade. It is an<br />

active participant in the corporate precinct public environment<br />

upgrade, which will not only benefit some 800 corporate office<br />

employees, business partners, associates and visitors but also the<br />

community at large. <strong>JD</strong> <strong>Group</strong> has made a financial contribution<br />

towards the capital costs of the regeneration of Braamfontein and<br />

also contributes towards operating costs.


Ten year review<br />

10<br />

12 months<br />

31 August 31 August †<br />

31 August<br />

2004 2003 2002<br />

Share performance<br />

Total shares in issue 000 172 000 166 830 112 730<br />

Weighted average number of shares in issue 000 166 930 133 196 112 070<br />

Headline earnings per share cents 522,0 340,5 226,5<br />

Cash equivalent dividends per share cents 240,0 110,0 56.0<br />

Dividend cover times 2,0 3,1 3,8<br />

Net asset value per share cents 2 330,1 2 033,0 1 715,1<br />

Profitability, liquidity and gearing<br />

Revenue Rm 9 056 5 966 4 083<br />

Operating income Rm 1 265 747 467<br />

Income before finance costs Rm 1 289 762 478<br />

Income attributable to shareholders Rm 790 449 241<br />

Closing shareholders’ equity Rm 4 008 3 392 1 933<br />

Average shareholders’ equity Rm 3 700 2 663 1 922<br />

Net interest bearing debt Rm (19) 894 1 048<br />

Average total assets less non-interest bearing debt Rm 5 348 4 224 3 557<br />

Total assets Rm 7 739 7 185 4 243<br />

Operating margin % 14,0 12,5 11,4<br />

Income attributable to shareholders on revenue % 8,7 7,5 5,9<br />

Return on closing shareholders’ equity % 19,7 13,2 12,5<br />

Return on average shareholders’ equity % 21,4 16,9 12,5<br />

Return on assets managed % 24,1 18,1 13,4<br />

Interest cover times 8,9 4,9 2,7<br />

Gearing ratio % – 26,3 54,2<br />

Current ratio : 1 3,2 2,6 4,0<br />

Shareholders’ equity to total assets % 51,8 47,2 45,6<br />

Productivity<br />

Number of stores 952 978 695<br />

Revenue per store R000 9 513 6 100 5 875<br />

Number of employees 16 167 15 738 10 064<br />

Revenue per employee R000 560 379 406<br />

Stock exchange performance<br />

Closing share price cents 4 550 3 161 1 675<br />

Number of shares traded 000 137 612 73 828 56 740<br />

Value of shares traded Rm 5 552 1 716 1 466<br />

Volume traded as % of issued shares<br />

Market value per share<br />

% 80,0 44,3 50,3<br />

– high cents 4 690 3 180 4 060<br />

– low cents 2 950 1 440 1 300<br />

All ratios have been calculated using amounts in rand as opposed to Rm.<br />

The comparative figures have not been restated for the change in accounting policy on the adoption of IAS 39 from the 2002 financial year.<br />

† Profurn acquired chains were only included for five months


14 months 12 months<br />

31 August 31 August 30 June 30 June 30 June 30 June 30 June<br />

2001 2000 1999 1998 1997 1996 1995<br />

112 609 111 651 110 350 108 245 106 525 104 476 102 766<br />

111 484 110 322 108 935 106 265 104 336 102 483 101 203<br />

353,2 301,8 243,0 185,7 137,7 119,1 86,1<br />

94,0 78,0 65,0 62,0 51,0 43,0 33,0<br />

2,6 3,9 3,7 3,0 2,7 2,8 2,7<br />

1 695,9 1 531,5 1 305,0 1 085,0 917,2 799,1 699,0<br />

3 788 3 928 3 016 2 896 2 726 2 479 2 205<br />

657 565 407 387 323 296 226<br />

665 572 407 387 323 296 226<br />

275 335 265 199 147 124 90<br />

1 910 1 710 1 439 1 174 977 835 718<br />

1 810 1 575 1 307 1 076 906 777 679<br />

802 709 457 412 393 492 580<br />

3 241 2 509 2 058 1 796 1 642 1 551 1 382<br />

4 529 3 499 2 719 2 485 2 225 2 188 1 996<br />

17,3 14,4 13,5 13,4 11,9 11,9 10,2<br />

7,3 8,5 8,8 6,9 5,4 5,0 4,1<br />

14,4 19,6 18,4 17,0 15,0 14,8 12,5<br />

15,2 21,3 20,3 18,5 16,2 16,0 13,2<br />

20,5 22,8 19,8 21,6 19,7 19,1 16,3<br />

6,6 6,5 5,5 6,1 3,9 3,3 3,1<br />

42,0 41,5 31,7 35,1 40,2 58,9 80,7<br />

4,1 4,8 5,0 4,2 3,8 3,4 3,6<br />

42,2 48,9 53,0 47,3 43,9 38,1 36,0<br />

684 671 678 628 558 547 523<br />

5 538 5 855 4 449 4 612 4 886 4 533 4 216<br />

9 984 9 704 9 613 9 732 9 808 9 669 9 806<br />

379 405 314 298 278 256 225<br />

4 050 4 860 3 690 3 990 2 800 2 350 1 450<br />

53 420 69 142 41 561 31 172 18 251 13 887 9 565<br />

2 107 3 021 1 349 1 202 454 283 134<br />

47,4 61,9 37,7 28,8 17,1 13,3 13,3<br />

4 905 5 500 4 400 5 480 3 025 2 550 1 600<br />

2 990 3 100 1 650 2 800 2 050 1 375 1 125<br />

11


Ten year review continued<br />

12<br />

12 months<br />

31 August 31 August †<br />

31 August<br />

2004 2003 2002<br />

Income statements<br />

Revenue 9 056 5 966 4 083<br />

Cost of sales 4 148 2 613 1 657<br />

Operating income 1 265 747 467<br />

Investment income 24 15 11<br />

Income before finance costs 1 289 762 478<br />

Finance costs – net 145 154 179<br />

Income before exceptional item 1 144 608 299<br />

Exceptional item: loss on discontinuance – – –<br />

Income before taxation 1 144 608 299<br />

Taxation 354 160 60<br />

Income after taxation 790 448 239<br />

Attributable to outside shareholders – 1 2<br />

Income attributable to shareholders 790 449 241<br />

Balance sheets<br />

Assets<br />

Non-current assets 645 1 026 345<br />

Property, plant and equipment 210 210 144<br />

Goodwill – 42 54<br />

Trademark 165 315 –<br />

Investments and loans 110 146 110<br />

Deferred taxation 160 313 37<br />

Current assets 7 094 6 159 3 898<br />

Inventories 784 739 427<br />

Trade and other receivables 4 871 4 860 3 231<br />

Financial assets 34 36 13<br />

Taxation 77 80 5<br />

Bank balances and cash 1 328 444 222<br />

Total assets<br />

Equity and liabilities<br />

Equity and reserves<br />

7 739 7 185 4 243<br />

Share capital and premium 1 903 1 778 782<br />

Treasury shares (88) (39) (22)<br />

Non-distributable reserve 137 127 24<br />

Retained income 1 803 1 415 1 124<br />

Shareholders for dividend 253 111 25<br />

Shareholders’ equity 4 008 3 392 1 933<br />

Outside shareholders’ interest – – 21<br />

Non-current liabilities 1 487 1 412 1 310<br />

Interest bearing long term liabilities 947 831 1 049<br />

Deferred taxation 540 581 261<br />

Current liabilities 2 244 2 381 979<br />

Trade and other payables 1 787 1 801 745<br />

Interest bearing liabilities 362 506 219<br />

Financial liabilities 8 9 11<br />

Taxation 87 64 2<br />

Bank overdrafts – 1 2<br />

Total equity and liabilities 7 739 7 185 4 243<br />

† Profurn acquired chains were only included for five months


14 months 12 months<br />

31 August 31 August 30 June 30 June 30 June 30 June 30 June<br />

2001 2000 1999 1998 1997 1996 1995<br />

3 788 3 928 3 016 2 896 2 726 2 479 2 205<br />

1 530 1 541 1 198 1 170 1 170 1 102 972<br />

657 565 407 387 323 296 226<br />

8 7 – – – – –<br />

665 572 407 387 323 296 226<br />

101 88 74 63 83 89 72<br />

564 484 333 324 240 207 154<br />

167 – – – – – –<br />

397 484 333 324 240 207 154<br />

123 149 68 125 93 83 64<br />

274 335 265 199 147 124 90<br />

1 – – – – – –<br />

275 335 265 199 147 124 90<br />

259 211 105 96 120 151 175<br />

127 109 104 96 98 105 104<br />

6 – – – 22 46 71<br />

– – – – – – –<br />

110 102 1 – – – –<br />

16 – – – – – –<br />

4 270 3 288 2 614 2 389 2 105 2 037 1 821<br />

359 354 341 309 310 280 261<br />

3 255 2 884 2 242 2 035 1 761 1 708 1 520<br />

– – – – – – –<br />

1 9 1 10 – 10 5<br />

655 41 30 35 34 39 35<br />

4 529 3 499 2 719 2 485 2 225 2 188 1 996<br />

781 762 727 666 608 563 530<br />

(22) (22) (2) (3) (4) (4) (4)<br />

4 – – – – – –<br />

1 105 935 686 483 351 258 179<br />

42 35 28 28 22 18 13<br />

1 910 1 710 1 439 1 174 977 835 718<br />

(1) – – – – – –<br />

1 577 1 106 760 736 692 760 767<br />

1 261 750 485 443 420 519 606<br />

316 356 275 293 272 241 161<br />

1 043 683 520 575 556 593 511<br />

722 679 470 508 498 581 502<br />

192 – 2 4 7 12 9<br />

– – – – – – –<br />

125 4 48 63 51 – –<br />

4 – – – – – –<br />

4 529 3 499 2 719 2 485 2 225 2 188 1 996<br />

13


Directors’ approval of the annual financial statements<br />

Responsibility for the annual financial statements<br />

The directors are responsible for the preparation, integrity and<br />

objectivity of annual financial statements that fairly present the<br />

state of affairs of the <strong>Group</strong> at the end of the financial year, the<br />

income and cash flow for that period and other information<br />

contained in this annual report.<br />

To enable the directors to meet these responsibilities:<br />

the board and management set standards and management<br />

implements systems of internal control, accounting and<br />

information systems aimed at providing reasonable assurance<br />

that assets are safeguarded and the risks of error, fraud or loss<br />

are reduced in a cost effective manner. These controls,<br />

contained in established policies and procedures, include the<br />

proper delegation of responsibilities and authorities within a<br />

clearly defined framework, effective accounting procedures<br />

and adequate segregation of duties;<br />

the <strong>Group</strong>’s internal audit function, which operates<br />

independently and unhindered and has unrestricted access to<br />

the audit committee, appraises, evaluates and, when<br />

necessary, recommends improvements in the systems of<br />

internal control and accounting practices, based on audit plans<br />

which take cognisance of the relative degrees of risk<br />

of each function or aspect of the business; and<br />

the audit committee, together with the independent and<br />

internal auditors, play an integral role in assessing matters<br />

relating to financial internal control, accounting policies,<br />

reporting and disclosure.<br />

To the best of their knowledge and belief, based on the above, the<br />

directors are satisfied that no material breakdown in the operation<br />

14<br />

of the systems of internal control and procedures has occurred<br />

during the year under review.<br />

The <strong>Group</strong> consistently adopts appropriate and recognised<br />

accounting policies.<br />

The annual financial statements have been prepared in<br />

accordance with the provisions of the South African Companies<br />

Act and comply with South African Statements of Generally<br />

Accepted Accounting Practice and International Financial<br />

<strong>Report</strong>ing Standards.<br />

The directors are of the opinion that the business will be a going<br />

concern for the foreseeable future, and accordingly, the annual<br />

financial statements continue to be prepared on a going concern<br />

basis.<br />

It is the responsibility of the independent auditors to express an<br />

opinion on the annual financial statements. Their report to the<br />

members of the Company is set out on page 15.<br />

Approval of the annual financial statements<br />

The directors’ report and the annual financial statements, which<br />

appear on pages 16 to 65, were approved by the board of<br />

directors on 25 November 2004 and are signed by<br />

ID Sussman G Völkel<br />

Executive chairman Financial director


To the members of <strong>JD</strong> <strong>Group</strong> Limited<br />

We have audited the annual financial statements and <strong>Group</strong><br />

annual financial statements of <strong>JD</strong> <strong>Group</strong> Limited set out on<br />

pages 16 to 65 for the year ended 31 August 2004. These annual<br />

financial statements are the responsibility of the Company’s<br />

directors. Our responsibility is to express an opinion on<br />

these annual financial statements based on our audit.<br />

Scope<br />

We conducted our audit in accordance with Statements of South<br />

African Auditing Standards. Those standards require that we plan<br />

and perform the audit to obtain reasonable assurance that the<br />

annual financial statements are free of material misstatement.<br />

An audit includes:<br />

examining, on a test basis, evidence supporting the amounts<br />

and disclosures in the annual financial statements;<br />

assessing the accounting principles used and significant<br />

estimates made by management; and<br />

evaluating the overall financial statement presentation.<br />

We believe that our audit provides a reasonable basis for our<br />

opinion.<br />

In terms of Section 268G(d) of the Companies Act, 61 of 1973, as<br />

amended, I certify that, to the best of my knowledge and belief,<br />

the Company has lodged with the Registrar of Companies for the<br />

financial year ended 31 August 2004 all such returns as are<br />

required of a public company in terms of the Companies Act and<br />

that all such returns are true, correct and up to date.<br />

MI Jaye CA(SA)<br />

Company secretary<br />

25 November 2004<br />

15<br />

Audit opinion<br />

In our opinion, the annual financial statements and the <strong>Group</strong><br />

annual financial statements fairly present, in all material respects,<br />

the financial position of the Company and the <strong>Group</strong> at<br />

31 August 2004 and the results of their operations and the cash<br />

flows for the year then ended in accordance with South African<br />

Statements of Generally Accepted Accounting Practice and<br />

International Financial <strong>Report</strong>ing Standards, and in the manner<br />

required by the Companies Act in South Africa.<br />

Deloitte & Touche<br />

Chartered Accountants (SA)<br />

Registered Accountants and Auditors<br />

Johannesburg<br />

25 November 2004<br />

<strong>Report</strong> of the independent auditors<br />

Certificate by company secretary


Directors’ report<br />

Your directors have pleasure in submitting their report on the<br />

affairs of the Company and the <strong>Group</strong> for the year ended<br />

31 August 2004.<br />

Nature of business<br />

The <strong>Group</strong> carries on the business of furniture and appliance retail<br />

as well as the provision of financial services.<br />

Disposal and closure of BoConcept<br />

In June we sold the master licence for “BoConcept UK”, three<br />

stores and the contracts division back to the Danish parent<br />

company. In addition, we assigned another two leases and put the<br />

balance of the business, which was in effect three remaining<br />

leases, into voluntary liquidation on 29 October 2004. This has<br />

resulted in a loss on disposal and closure of R49,9 million which<br />

has been charged to the income statement.<br />

Closure of Profurn legacy stores<br />

A total of 19 stores were closed in the BLNS countries at a cost of<br />

R34 million. The <strong>Group</strong> is in the process of disposing of all seven<br />

stores in Mozambique. These principally represent Profurn legacy<br />

stores that were highlighted in the prior year’s segmental analysis<br />

as operations to be integrated, disposed of or discontinued.<br />

Results of operations<br />

The <strong>Group</strong>’s income statement and segmental analysis sets out the<br />

results of operations.<br />

Corporate governance<br />

During the period under review, the directors have complied with<br />

all aspects of the Code of Corporate Practices and Conduct (“the<br />

Code”) as set out in King II which are applicable to the <strong>Group</strong>’s<br />

activities.<br />

The <strong>Group</strong> is totally committed to the principles of transparency,<br />

integrity and accountability as set out in the Code and the directors<br />

are fully cognisant of the need to conduct the <strong>Group</strong>’s business in<br />

accordance with generally accepted corporate practices, having<br />

due regard for the rights of their employees, suppliers, lenders,<br />

customers, the environment and community at large.<br />

The <strong>Group</strong> has documented, implemented and tested a disaster<br />

recovery plan and this will be maintained into the future.<br />

16<br />

Independent auditors<br />

The independent auditors, Deloitte & Touche, have been reappointed<br />

during the year. All non-audit services provided by<br />

Deloitte & Touche are tabled and approved by the audit committee.<br />

The non-audit services in the current year primarily related to<br />

taxation consulting services.<br />

Share capital<br />

The Company’s authorised share capital remained unchanged.<br />

The Company’s issued share capital was increased during the year<br />

as follows:<br />

Number Value<br />

of shares R<br />

Ordinary shares of 5 cents each<br />

Balance at 15 September 2003<br />

Issued to The <strong>JD</strong> <strong>Group</strong><br />

Employee Share Incentive<br />

Scheme<br />

166 830 000 8 341 500<br />

– on 8 December 2003 2 170 000 108 500<br />

– on 17 May 2004 3 000 000 150 000<br />

Balance at 15 September 2004 172 000 000 8 600 000<br />

A maximum of ten million of the remaining unissued shares have<br />

been placed under the control of the directors of the Company<br />

until the forthcoming annual general meeting.<br />

Share premium<br />

Additional share premium of R124 million (2003: R994 million)<br />

arose on the issue of 5 170 000 (2003: 54 100 000) shares net of<br />

issue expenses amounting to R404 274 (2003: R202 734).<br />

Share incentive trusts<br />

25 800 000 (2003: 21 936 828) ordinary shares of 5 cents each<br />

have been placed under the control of the directors of the<br />

Company with the power to allot and issue them in accordance<br />

with the terms of The <strong>JD</strong> <strong>Group</strong> Employee Share Incentive<br />

Scheme. Refer note 15 and page 60.


Subsidiary companies<br />

Details of the Company’s subsidiaries are set out on page 64.<br />

The Company’s interest in the aggregate profits and losses after<br />

taxation of subsidiaries are as follows:<br />

2004 2003<br />

Rm Rm<br />

Profits 916 496<br />

Losses 246 130<br />

Distribution to shareholders<br />

A final dividend of 150 cents (2003: 68 cents) per share was<br />

proposed and an interim dividend of 90 cents (2003: 42 cents)<br />

per share was declared and paid to shareholders.<br />

Management of business by a company<br />

The Company is managed in terms of an agreement with Sustein<br />

Management (Pty) Ltd, a company owned and controlled directly<br />

and indirectly by the executive directors of the Company and<br />

four directors of <strong>JD</strong>G Trading (Pty) Ltd.<br />

Directors<br />

JHC Kok was appointed as a director on 1 March 2004.<br />

In terms of the articles of association, IS Levy, M Lock, MJ Shaw<br />

and JHC Kok retire at the forthcoming annual general meeting<br />

and, being eligible, offer themselves for re-election.<br />

17<br />

The aggregate beneficial interest of directors in the issued share<br />

capital and options of the Company is as follows:<br />

Number of shares<br />

2004 2003<br />

Direct 7 081 852 3 930 000<br />

Indirect 757 812 2 439 812<br />

Total 7 839 664 6 369 812<br />

There are no non-beneficial interests.<br />

Mr ID Sussman is the only director who directly and indirectly has<br />

more than a 1% interest in the share capital.<br />

There has been no material change in the interests recorded above<br />

since the year end date.<br />

Significant shareholders<br />

Details of significant shareholders are included on page 66.<br />

Special resolutions<br />

No special resolutions were passed during the year under review.<br />

Subsequent events<br />

Subsequent to the financial year end the <strong>Group</strong> placed the<br />

balance of the BoConcept business into voluntary liquidation,<br />

terminated the Alliance with Nedcor and acquired a stake in Blake<br />

& Associates Holdings (Pty) Ltd. These three events are addressed<br />

in more detail in note 26.


Directors’ remuneration<br />

This report on remuneration and related matters covers<br />

issues which are the concern of the board as a whole<br />

in addition to those which were dealt with by the<br />

remuneration committee.<br />

Remuneration policy<br />

The remuneration committee has a clearly defined mandate<br />

from the board aimed at:<br />

ensuring that the <strong>Group</strong>’s chairman, directors and senior<br />

executives are fairly rewarded for their individual<br />

contributions to the <strong>Group</strong>’s overall performance; and<br />

18<br />

ensuring that the <strong>Group</strong>’s remuneration strategies and<br />

packages, including the remuneration schemes,<br />

are related to performance, are suitably competitive and<br />

give due regard to the interests of the shareholders and<br />

the financial and commercial health of the <strong>Group</strong>.<br />

Directors’ service contracts<br />

All executive directors’ normal contracts are subject to<br />

12 calendar months’ notice. Non-executive directors are<br />

not bound by service contracts.<br />

Basic salary<br />

Fees for<br />

services Allowances*<br />

R R R<br />

2004<br />

Executive directors<br />

I D Sussman 2 084 363 302 694<br />

H C Strauss 1 653 899 262 886<br />

J L Bezuidenhout 936 993 203 826<br />

J H C Kok (appointed 1 March 2004) 946 982 181 826<br />

G Völkel 1 007 645 178 826<br />

Non-executive directors<br />

M E King 170 000<br />

D Konar 170 000<br />

I S Levy 170 000<br />

M Lock 67 500<br />

M J Shaw 125 000<br />

2003<br />

Executive directors<br />

I D Sussman 1 976 942 302 866<br />

H C Strauss 1 503 080 263 500<br />

J L Bezuidenhout 768 250 209 221<br />

N W E Thomson (retired 17 February 2003) 215 122 110 034<br />

G Völkel 875 966 199 034<br />

Non-executive directors<br />

M E King 130 000<br />

D Konar 130 000<br />

I S Levy 130 000<br />

M Lock 60 000<br />

M J Shaw 100 000<br />

* Travel, entertainment and subsistence allowances


Retirement Medical Cash Share scheme<br />

contributions contributions package Bonuses Sub-total gains Total<br />

R R R R R R R<br />

491 740 31 620 2 910 417 2 411 025 5 321 442 9 224 334 14 545 776<br />

303 879 54 335 2 274 999 1 607 350 3 882 349 4 097 180 7 979 529<br />

130 491 53 689 1 324 999 848 170 2 173 169 2 038 860 4 212 029<br />

208 054 29 804 1 366 666 848 170 2 214 836 1 719 720 3 934 556<br />

156 551 23 644 1 366 666 848 170 2 214 836 418 740 2 633 576<br />

19<br />

15 806 632<br />

170 000 170 000 170 000<br />

170 000 170 000 170 000<br />

170 000 170 000 170 000<br />

67 500 67 500 67 500<br />

125 000 125 000 125 000<br />

702 500<br />

429 294 26 400 2 735 502 1 241 354 3 976 856 3 976 856<br />

246 595 40 692 2 053 867 784 628 2 838 495 2 838 495<br />

117 044 42 540 1 137 055 427 417 1 564 472 1 564 472<br />

75 256 19 422 419 834 397 474 817 308 817 308<br />

129 270 20 988 1 225 258 2 427 417 3 652 675 3 652 675<br />

12 849 806<br />

130 000 130 000 130 000<br />

130 000 130 000 130 000<br />

130 000 130 000 130 000<br />

60 000 60 000 60 000<br />

100 000 100 000 100 000<br />

550 000


Directors’ remuneration continued<br />

Directors’ share options<br />

The following options and rights in shares in the Company were outstanding in favour of directors of the Company under the<br />

Company’s share option schemes at the year end and 22 November 2004, the date on which the financial results were published.<br />

20<br />

Options<br />

held at Exercise<br />

Offer date year end price<br />

R<br />

2004<br />

Executive directors<br />

IDSussman 24/06/1996 83 852 18,79<br />

04/10/1999 137 956 34,18 a<br />

25/05/2000 1 000 000 29,84<br />

20/02/2003 500 000 16,19<br />

19/05/2004 500 000 35,10<br />

2 221 808<br />

HCStrauss 04/10/1999 100 000 34,18 a<br />

25/05/2000 700 000 29,84<br />

20/02/2003 300 000 16,19<br />

19/05/2004 300 000 35,10<br />

1 400 000<br />

JLBezuidenhout 04/10/1999 100 000 34,18 a<br />

25/05/2000 500 000 29,84<br />

20/02/2003 210 000 16,19<br />

19/05/2004 200 000 35,10<br />

1 010 000<br />

J H C Kok (appointed 1 March 2004) 02/09/1998 8 000 14,03<br />

04/10/1999 8 000 29,07<br />

04/10/1999 100 000 34,18 a<br />

25/05/2000 350 000 29,84<br />

20/02/2003 210 000 16,19<br />

19/05/2004 200 000 35,10<br />

876 000<br />

G Völkel 05/11/1997 30 000 27,63<br />

02/09/1998 24 000 14,03<br />

04/10/1999 20 000 29,07<br />

04/10/1999 70 000 34,18 a<br />

25/05/2000 350 000 29,84<br />

20/02/2003 210 000 16,19<br />

19/05/2004 200 000 35,10<br />

904 000<br />

Non-executive directors<br />

MEKing 02/05/2001 200 000 27,20<br />

D Konar 02/05/2001 200 000 27,20<br />

ISLevy 02/05/2001 200 000 27,20<br />

M Lock 02/05/2001 200 000 27,20<br />

MJShaw 30/07/2001 200 000 29,62<br />

Share options may be exercised in lots of 25% after 2 years from the offer date and 25% every year thereafter.<br />

a = Options granted by The <strong>JD</strong> <strong>Group</strong> Limited Share Incentive Trust which are exercisable 20% after 3 years, 20% after 4 years and the remainder after 5 years from the offer date.


Options Sale/ Sale/<br />

exercised Date Exercise Exercise market market<br />

during year exercised price cost price value Gain<br />

R R R R R<br />

156 148 18 – 20/02/2004 18,79 2 934 021 41 86 6 536 355 3 602 334<br />

200 000 18 – 20/02/2004 14,03 2 806 000 42,14 8 428 000 5 622 000<br />

356 148 5 740 021 14 964 355 9 224 334<br />

50 000 17 – 18/02/2004 18,79 939 500 42,14 2 107 000 1 167 500<br />

104 000 17 – 18/02/2004 14,03 1 459 120 42,20 4 388 800 2 929 680<br />

154 000 2 398 620 6 495 800 4 097 180<br />

30 000 12/02/2004 18,79 563 700 42,00 1 260 000 696 300<br />

48 000 12/02/2004 14,03 673 440 42,00 2 016 000 1 342 560<br />

78 000 1 237 140 3 276 000 2 038 860<br />

22 000 16/02/2004 18,79 413 380 42,20 928 400 515 020<br />

10 000 16/02/2004 27,63 276 300 42,20 422 000 145 700<br />

32 000 16/02/2004 14,03 448 960 42,20 1 350 400 901 440<br />

12 000 16/02/2004 29,07 348 840 42,20 506 400 157 560<br />

76 000 1 487 480 3 207 200 1 719 720<br />

12 000 02/08/2004 18,79 225 480 45,00 540 000 314 520<br />

6 000 02/08/2004 27,63 165 780 45,00 270 000 104 220<br />

18 000 391 260 810 000 418 740<br />

21


Directors’ remuneration continued<br />

Options<br />

held at Exercise<br />

Offer date year end price<br />

R<br />

2003<br />

Executive directors<br />

IDSussman 24/06/1996 240 000 18,79<br />

02/09/1998 200 000 14,03<br />

04/10/1999 137 956 34,18 a<br />

25/05/2000 1 000 000 29,84<br />

20/02/2003 500 000 16,19<br />

HCStrauss 24/06/1996<br />

2 077 956<br />

50 000 18,79<br />

02/09/1998 104 000 14,03<br />

04/10/1999 100 000 34,18 a<br />

25/05/2000 700 000 29,84<br />

20/02/2003 300 000 16,19<br />

JLBezuidenhout 24/06/1996<br />

1 254 000<br />

30 000 18,79<br />

02/09/1998 48 000 14,03<br />

04/10/1999 100 000 34,18 a<br />

25/05/2000 500 000 29,84<br />

20/02/2003 210 000 16,19<br />

N W E Thomson (retired 17 February 2003) 24/06/1996<br />

888 000<br />

30 000 18,79<br />

02/09/1998 36 000 14,03<br />

04/10/1999 40 000 34,18 a<br />

25/05/2000 200 000 29,84<br />

G Völkel 24/06/1996<br />

306 000<br />

12 000 18,79<br />

20/08/1997 6 000 27,63<br />

05/11/1997 30 000 27,63<br />

02/09/1998 24 000 14,03<br />

04/10/1999 20 000 29,07<br />

04/10/1999 70 000 34,18 a<br />

25/05/2000 350 000 29,84<br />

20/02/2003 210 000 16,19<br />

722 000<br />

Non-executive directors<br />

MEKing 02/05/2001 200 000 27,20<br />

D Konar 02/05/2001 200 000 27,20<br />

ISLevy 02/05/2001 200 000 27,20<br />

M Lock 02/05/2001 200 000 27,20<br />

MJShaw 30/07/2001 200 000 29,62<br />

Share options may be exercised in lots of 25% after 2 years from the offer date and 25% every year thereafter.<br />

a = Options granted by The <strong>JD</strong> <strong>Group</strong> Limited Share Incentive Trust which are exercisable 20% after 3 years, 20% after 4 years and the remainder after 5 years from the offer date.<br />

Directors’ direct and indirect interest in shares of the Company<br />

at the year end and 22 November 2004, the date on which the financial results were published.<br />

2004 2003<br />

IDSussman 200 000 200 000<br />

HCStrauss 100 000 100 000<br />

JLBezuidenhout 100 000 100 000<br />

G Völkel 23 000 23 000<br />

MEKing 2 428 2 428<br />

ISLevy 2 428 2 428<br />

22<br />

427 856 427 856


Options Sale/ Sale/<br />

exercised Date Exercise Exercise market market<br />

during year exercised price cost price value Gain<br />

R R R R R<br />

23


Definitions<br />

Revenue<br />

Revenue comprises net invoiced value of merchandise sold<br />

excluding value added tax, net finance charges earned and<br />

income generated from financial and other services.<br />

Cost of sales<br />

Cost of sales comprises costs of purchase and other costs incurred<br />

in bringing the inventories to their present location and condition.<br />

Operating margin<br />

Operating income divided by revenue.<br />

Interest cover<br />

Operating and investment income divided by net finance costs.<br />

Earnings per share<br />

Income after taxation divided by weighted average number of<br />

shares in issue, excluding treasury shares.<br />

Headline earnings per share<br />

Income after taxation adjusted for exceptional losses on<br />

discontinuance, surpluses or losses on disposal of property, plant<br />

and equipment and goodwill amortised divided by weighted<br />

average number of shares in issue, excluding treasury shares.<br />

Diluted earnings and headline earnings per share<br />

As for earnings and headline earnings per share after including<br />

the dilutive impact of share options in respect of unissued shares<br />

granted to employees in the weighted average number of shares<br />

in issue.<br />

24<br />

Dividend cover<br />

Earnings per share divided by cash equivalent dividends per share.<br />

Return on closing shareholders’ equity<br />

Income after taxation divided by shareholders’ equity at year end.<br />

Return on average shareholders’ equity<br />

Income after taxation divided by average shareholders’ equity.<br />

Return on assets managed<br />

Operating and investment income divided by average total assets<br />

(excluding deferred taxation) less average non-interest bearing debt.<br />

Net asset value per share<br />

Shareholders’ funds divided by number of shares in issue.<br />

Gearing ratio<br />

Interest bearing debt less cash resources divided by shareholders’<br />

equity.<br />

Current ratio<br />

Current assets divided by current liabilities.


Basis of accounting<br />

The annual financial statements are prepared on the historical cost<br />

basis, except for certain financial instruments carried at fair value,<br />

and are in accordance with South African Statements of Generally<br />

Accepted Accounting Practice and International Financial <strong>Report</strong>ing<br />

Standards, and incorporate the following principal accounting<br />

policies, which are consistent in all material respects with those of the<br />

previous year, except for that relating to the consolidation of share<br />

incentive trusts which is explained in detail later in these policies.<br />

The annual financial statements are presented in South African<br />

rand since this is the currency in which the majority of the <strong>Group</strong>’s<br />

transactions are denominated.<br />

Consistent with prior financial reporting periods the trading cycle<br />

ends on the 15th of each following month. The financial year ends<br />

on 15 September.<br />

Basis of consolidation<br />

The <strong>Group</strong> financial statements incorporate the financial<br />

statements of the Company and its subsidiaries. Subsidiaries are<br />

those entities over whose financial and operating policies the<br />

<strong>Group</strong> has the power to exercise control, so as to obtain benefits<br />

from their activities.<br />

On acquisition, the assets and liabilities of the subsidiaries are<br />

measured at fair value. The results of subsidiaries are included<br />

from the effective dates of acquisition and up to the effective<br />

dates of disposal. All intercompany transactions and balances are<br />

eliminated on consolidation.<br />

The accounting policies and year ends of all consolidated<br />

subsidiaries are consistent throughout the <strong>Group</strong>. The<br />

consolidation of Abra SA for the year ended 31 August 2004 is<br />

based on audited results and for BoConcept unaudited<br />

management account information was used.<br />

The assets and liabilities of foreign subsidiaries are translated into<br />

rand at rates of exchange ruling at the year end. The results of<br />

their operations are translated at an appropriate weighted average<br />

rate of exchange for the year.<br />

Subsidiaries acquired with the intention of disposal in the<br />

foreseable future are not consolidated.<br />

Goodwill<br />

Goodwill arising on consolidation represents the excess of the cost<br />

of acquisition over the <strong>Group</strong>’s interest in the fair value of the<br />

25<br />

Accounting policies<br />

identifiable assets and liabilities of a subsidiary, associate or jointly<br />

controlled entity at the date of acquisition. Goodwill is capitalised<br />

and amortised on a straight line basis over its estimated useful life,<br />

not exceeding 20 years, and is assessed for impairment. Goodwill<br />

arising on acquisitions by foreign entities is treated as assets and<br />

liabilities of the foreign entity and translated into rand at rates of<br />

exchange ruling at the reporting date.<br />

Intangibles<br />

Intangibles are stated at cost if acquired separately or at fair value<br />

at the date of acquisition in a business combination. The fair value<br />

is limited to the extent of positive goodwill existing after the<br />

allocation of the purchase consideration to the net tangible assets.<br />

Intangibles are amortised on a straight line basis over their<br />

estimated useful lives.<br />

Taxation<br />

The charge for taxation is based on the results for the year as<br />

adjusted for items which are non-assessable or disallowed.<br />

Deferred taxation is accounted for using the balance sheet liability<br />

method in respect of temporary differences. Temporary differences<br />

arise from differences between the carrying amount of assets<br />

and liabilities in the financial statements and the corresponding<br />

taxation basis used in the computation of assessable taxable profit.<br />

In general, deferred taxation liabilities are recognised for all taxable<br />

temporary differences and deferred taxation assets are recognised<br />

to the extent that it is probable that taxable profit will be available<br />

against which deductible temporary differences can be utilised.<br />

Such assets and liabilities are not recognised if the temporary<br />

difference arises from goodwill or from the initial recognition of<br />

other assets and liabilities which affects neither the taxable profit<br />

nor the accounting profit at the time of the transaction.<br />

Deferred taxation liabilities are recognised for taxable temporary<br />

differences associated with investments in subsidiaries and<br />

associates, and interests in joint ventures, except where the <strong>Group</strong><br />

is able to control the reversal of the temporary difference and it is<br />

probable that the temporary difference will not reverse in the<br />

foreseeable future.<br />

Deferred taxation is calculated at the taxation rates that are<br />

expected to apply to the period when the asset is realised or the<br />

liability is settled. Deferred taxation is charged or credited in the<br />

income statement, except when it relates to items credited or<br />

charged directly to equity, in which case the deferred taxation is<br />

also dealt with in equity.


Accounting policies continued<br />

Provisions<br />

Provisions are recognised when the <strong>Group</strong> has a present,<br />

constructive or legal obligation as a result of a past event and it is<br />

probable that it will result in an outflow of economic benefits that<br />

can be reasonably estimated.<br />

An onerous contract is a contract under which the unavoidable<br />

costs of meeting the obligation exceeds the economic benefit<br />

expected to be received under it. When a contract becomes<br />

onerous, the present obligation under a contract is recognised and<br />

measured as a provision.<br />

If the effect is material, provisions are determined by discounting<br />

the expected future cash flows that reflect current market<br />

assessments of the time value of money and, where appropriate,<br />

the risks specific to the liability.<br />

Cash and cash equivalents<br />

For the purposes of the cash flow statement, cash and cash<br />

equivalents comprise cash on hand and deposits held on call with<br />

banks and investment banks, net of bank overdrafts. In the<br />

balance sheet, bank overdrafts are included in current liabilities.<br />

Treasury shares<br />

Shares purchased by wholly owned <strong>Group</strong> companies in their<br />

holding company and by the employee share trusts are classified<br />

as treasury shares, held at cost and presented in equity.<br />

Dividends received on treasury shares are eliminated on<br />

consolidation.<br />

Treasury shares are taken into account in the calculation of<br />

earnings per share.<br />

Discontinued operations<br />

A discontinued operation is a significant distinguishable component<br />

of the <strong>Group</strong>’s business that is abandoned or terminated pursuant<br />

to a single formal plan, and which represents a separate major line<br />

of business or a geographical area of operation.<br />

The profit or loss on sale or abandonment of a discontinued<br />

operation is determined from the formalised discontinuance date.<br />

Borrowing costs<br />

Borrowing costs directly attributable to the acquisition,<br />

construction or production of qualifying assets (i.e. assets that<br />

necessarily take a substantial period of time to get ready for their<br />

intended use or sale) are capitalised as part of the cost of those<br />

26<br />

assets. The capitalisation rate applied is the weighted average of<br />

the net borrowing costs applicable to the net borrowings of the<br />

Company. Capitalisation of such borrowing costs ceases when the<br />

assets are substantially ready for their intended use or sale.<br />

Investment income earned on the temporary investment of<br />

specific borrowings pending their expenditure on qualifying assets<br />

is deducted from borrowing costs capitalised.<br />

All other borrowing costs are expensed in the period in which they<br />

are incurred.<br />

Exceptional items<br />

All items of income and expense are taken into account in arriving<br />

at income before taxation. Where items of income and expense<br />

are of such size, nature or incidence that their disclosure is relevant<br />

to explain the performance of the <strong>Group</strong> or Company, they are<br />

separately disclosed and appropriate explanations are provided.<br />

Research and development costs<br />

Research costs are recognised as an expense in the period in which<br />

they are incurred.<br />

Expenditure on development is charged to income in the year in<br />

which it is incurred except where a clearly defined project is<br />

undertaken and it is reasonably anticipated that development<br />

costs will be recovered through future commercial activity. Such<br />

development costs are capitalised as an intangible asset and<br />

amortised on a straight line basis over the life of the project from<br />

the date of commencement of commercial operation.<br />

Property, plant and equipment<br />

Property, plant and equipment is stated at cost and is depreciated<br />

on the straight line basis over the estimated useful lives of the<br />

assets concerned. Rates of depreciation vary between 10% and<br />

33,3% per annum and are disclosed in note 9.<br />

Surplus or loss arising on disposal of assets is determined as the<br />

difference between the sale proceeds and carrying value of the<br />

asset and is recognised in the income statement.<br />

Leased assets<br />

Lease agreements which transfer substantially all the risks and<br />

rewards associated with ownership of an asset to the lessee are<br />

regarded as finance leases. Assets subject to finance lease<br />

agreements are capitalised at the lower of the present value of<br />

the minimum lease payment and their cash cost equivalent and<br />

the corresponding liability to the lessor is raised. Lease payments


are allocated using the effective interest rate method to determine<br />

the lease finance cost, which is charged against operating income<br />

and the capital repayment, which in turn reduces the liability to<br />

the lessor. These assets are depreciated on the same basis as the<br />

property, plant and equipment owned by the <strong>Group</strong> over the<br />

period of the lease.<br />

Other leases, which merely confer the right to the use of an asset,<br />

are treated as operating leases, with lease payments charged<br />

against operating income systematically over the period of the lease.<br />

Inventories<br />

Inventories comprise merchandise for resale and are valued at<br />

the lower of cost and net realisable value. Cost is determined on<br />

the weighted average cost basis. Adequate provision is made for<br />

obsolete and slow moving inventories.<br />

Financial instruments<br />

Financial assets and financial liabilities are recognised on the<br />

<strong>Group</strong>’s balance sheet when the <strong>Group</strong> has become a party to the<br />

contractual provisions of the instrument. All financial instruments<br />

are recorded at cost, including transaction costs, at initial<br />

recognition date. Subsequent to initial recognition these<br />

instruments are measured as set out below.<br />

Investments<br />

Investments in securities are recognised on a trade date basis and<br />

are initially measured at cost including transaction costs.<br />

At subsequent reporting dates, where the <strong>Group</strong> has the intention<br />

and ability to hold the investment to maturity, the investment is<br />

measured at amortised cost less any provision for impairment.<br />

Trade receivables<br />

Trade receivables are stated at their nominal value as reduced by<br />

appropriate allowances for estimated irrecoverable amounts<br />

based on estimated future cash flows discounted at the effective<br />

rate implicit to each contract. Bad debts are written off during the<br />

year in which they are identified.<br />

Trade payables<br />

Trade payables are recorded at their nominal value. An adjustment<br />

is made to the carrying value to take into account the imputed<br />

interest relating to the extended terms received from suppliers,<br />

where the terms are beyond the normal credit terms in the<br />

industry. A corresponding adjustment is made to cost of sales and<br />

finance costs.<br />

27<br />

Derivative financial instruments<br />

The <strong>Group</strong> uses derivative financial instruments to manage its risk<br />

associated with foreign currency and interest rate fluctuations<br />

relating to certain firm commitments and forecasted transactions.<br />

Such derivatives are initially recorded at cost, if any, and are<br />

remeasured to fair value at subsequent reporting dates.<br />

Changes in the fair value of derivative financial instruments are<br />

recognised in the income statement as they arise.<br />

Derivatives embedded in other financial instruments or nonderivative<br />

host contracts are treated as separate derivatives when<br />

their risks and characteristics are not closely related to those of<br />

host contracts and the host contracts are not carried at fair value<br />

with unrealised gains or losses reported in the income statement.<br />

De-recognition<br />

Financial assets (or a portion thereof) are de-recognised when the<br />

<strong>Group</strong> realises the rights to the benefits specified in the contract,<br />

the rights expire or the <strong>Group</strong> surrenders or otherwise loses<br />

control of the contractual rights that comprise the financial asset.<br />

On de-recognition, the difference between the carrying amount of<br />

the financial asset and proceeds receivable and any prior<br />

adjustment to reflect fair value that had been reported in equity<br />

are included in the income statement.<br />

Financial liabilities (or a portion thereof) are de-recognised when the<br />

obligation specified in the contract is discharged, cancelled or<br />

expires. On de-recognition, the difference between the carrying<br />

amount of the financial liability, including related unamortised costs,<br />

and the amount paid for it are included in the income statement.<br />

Fair value methods and assumptions<br />

The fair value of financial instruments traded in an organised<br />

financial market are measured at the applicable quoted prices,<br />

adjusted for any transaction costs necessary to realise the assets or<br />

settle the liabilities.<br />

The fair value of financial instruments not traded in an organised<br />

financial market, is determined using a variety of methods and<br />

assumptions that are based on market conditions and risks<br />

existing at reporting dates, including independent appraisals and<br />

discounted cash flow methods.<br />

The carrying amounts of financial assets and liabilities with a<br />

maturity of less than one year are assumed to approximate their<br />

fair values due to the short term trading cycle of these items.


Accounting policies continued<br />

Offsetting financial assets and liabilities<br />

Financial assets and liabilities are set off where the <strong>Group</strong> has a<br />

legal and enforceable right to set off and there is an intention to<br />

settle the liability and realise the asset simultaneously, or to settle<br />

on a net basis.<br />

Interest bearing debt<br />

Interest bearing debt, including finance lease obligations, is<br />

recognised at amortised cost, namely original debt less principal<br />

payments and amortisations. The accounting policy for finance<br />

lease obligations is dealt with under leased assets set out above.<br />

Impairment<br />

At each reporting date, the <strong>Group</strong> reviews the carrying amounts<br />

of its tangible and intangible assets to determine whether there is<br />

any indication that those assets have suffered an impairment loss.<br />

If any such indication exists, the recoverable amount of the asset<br />

is estimated in order to determine the extent of the impairment<br />

loss, if any. Where it is not possible to estimate the recoverable<br />

amount of an individual asset, the <strong>Group</strong> estimates the<br />

recoverable amount of the cash generating unit to which the<br />

asset belongs.<br />

If the recoverable amount of an asset or cash generating unit is<br />

estimated to be less than its carrying amount, the carrying amount<br />

of the asset or cash generating unit is reduced to its recoverable<br />

amount. Impairment losses are recognised as an expense<br />

immediately.<br />

Where an impairment loss subsequently reverses, the carrying<br />

amount of the asset or cash generating unit is increased to the<br />

revised estimate of its recoverable amount, but so that the increased<br />

carrying amount does not exceed the carrying amount that would<br />

have been determined had no impairment loss been recognised<br />

for the asset or cash generating unit in prior years. A reversal of an<br />

impairment loss is recognised as income immediately.<br />

Revenue recognition<br />

Instalment sales<br />

Profits on sales under instalment sale transactions are included in<br />

revenue at date of delivery. Finance charges, calculated on the<br />

effective interest rate method, are taken to revenue over the<br />

period of the agreements as instalments become due.<br />

This method approximates the net present value of anticipated<br />

future cash flows.<br />

28<br />

Sale of goods<br />

Revenue from sale of goods is recognised when substantially all<br />

the risks and rewards of ownership have been transferred to the<br />

buyer and the enterprise does not retain continuing managerial<br />

control of the goods to a degree usually associated with<br />

ownership, when the amount of revenue and costs incurred or to<br />

be incurred in respect of the sale transactions can be measured<br />

reliably, and when the collectability of the consideration in respect<br />

of the sale is reasonably assured.<br />

Interest<br />

Interest revenue is recognised on a time proportion basis by<br />

reference to the principal outstanding and at the interest rate<br />

applicable.<br />

Dividend income<br />

Dividend income from investments is recognised when the right to<br />

receive payment has been established.<br />

Foreign currency transactions<br />

Transactions in foreign currencies are accounted for at the rate of<br />

exchange ruling on the date of the transaction. Foreign assets and<br />

liabilities are converted into South African currency at the<br />

approximate rates of exchange ruling at the reporting date while<br />

the results of foreign operations are translated at an average<br />

exchange rate for the period. Gains or losses on conversion of<br />

foreign currencies are accounted for in the period in which they<br />

arise and are included in operating income, except where they<br />

arise on translation of the <strong>Group</strong>’s foreign entities, when they are<br />

credited or charged directly to reserves.<br />

Retirement benefits<br />

Payments to defined contribution retirement benefit plans are<br />

charged as an expense as they fall due.<br />

For defined benefit plans the cost of providing the benefit is<br />

determined using the projected unit credit method. The scheme<br />

is actuarially valued for financial reporting purposes at each<br />

reporting date. Past service costs are recognised immediately to<br />

the extent that the benefits are already vested, and otherwise are<br />

amortised on a straight line basis over the average remaining<br />

working lives of members.<br />

The amount recognised in the balance sheet represents the<br />

present value of defined benefit obligations as adjusted for


unrecognised actuarial gains and losses, past service costs, and as<br />

reduced by the fair value of plan assets. Any asset resulting from<br />

the calculation is limited to the unrecognised actuarial losses and<br />

past service costs, plus the present value of available refunds and<br />

reductions in future contributions to the plan.<br />

Equity compensation benefits<br />

The Company grants share options to certain directors and<br />

employees under share incentive schemes. The costs incurred in<br />

administering the schemes are expensed as incurred. No<br />

compensation cost is recognised in these annual financial<br />

statements for options or shares granted to employees from the<br />

share incentive schemes.<br />

Contingencies and commitments<br />

Transactions are classified as contingencies where the <strong>Group</strong>’s<br />

obligation depends on uncertain future events.<br />

Items are classified as commitments where the <strong>Group</strong> commits<br />

itself to future transactions or if the items will result in the<br />

acquisition of assets.<br />

Dividends<br />

Dividends declared to equity holders are included in the statement<br />

of changes in equity in the year in which they are declared.<br />

Taxation costs incurred on dividends are dealt with in income in<br />

the year in which they are declared.<br />

Segmental reporting<br />

Segment accounting policies are consistent with those adopted<br />

for the preparation of the financial statements of the consolidated<br />

<strong>Group</strong>. The primary basis for reporting segment information is<br />

chains and the secondary basis is by significant geographical<br />

region, which is based on the location of assets. The basis is<br />

consistent with internal reporting for management purposes as<br />

well as the source and nature of business risks and returns.<br />

Restatement of comparative figures<br />

Based on a recent ruling by the GAAP monitoring panel, the<br />

share incentive trusts have been consolidated. Comparatives<br />

have been restated retrospectively. Refer to note 1 for the effect<br />

on the income statement, balance sheet, cash flow statement<br />

and statement of changes in equity.<br />

29


<strong>Group</strong> income statement<br />

30<br />

Restated<br />

2004 2003<br />

for the year ended 31 August Note Rm Rm<br />

Revenue 2 9 056 5 966<br />

Cost of sales 4 148 2 613<br />

Operating expenses before the following: 3 456 2 522<br />

Depreciation<br />

Amortisation<br />

94 67<br />

– goodwill 2 5<br />

– trademark 14 14<br />

Loss on disposal and closure of BoConcept 50 –<br />

Loss on closure of Profurn legacy stores 34 –<br />

Surplus on disposal of property, plant and equipment (7) (2)<br />

Operating income 3 1 265 747<br />

Investment income 24 15<br />

Interest received 4 62 49<br />

Interest paid 4 (207) (203)<br />

Income before taxation 5 1 144 608<br />

Taxation 6 354 160<br />

Income after taxation 790 448<br />

Attributable to outside shareholders – 1<br />

Income attributable to shareholders 790 449<br />

Reconciliation of headline earnings:<br />

Income attributable to shareholders 790 449<br />

Goodwill amortised 2 5<br />

Loss on disposal and closure of BoConcept 50 –<br />

Loss on closure of Profurn legacy stores 34 –<br />

Surplus on disposal of property, plant and equipment (7) (2)<br />

Taxation thereon 2 1<br />

Headline earnings 871 453<br />

Number of shares in issue (000) 172 000 166 830<br />

Treasury shares in issue (000) 3 288 1 419<br />

Number of shares held outside the <strong>Group</strong> (000) 168 712 165 411<br />

Weighted average number of shares in issue (000)<br />

– basic 166 930 133 196<br />

– diluted 172 493 134 771<br />

Headline earnings per share (cents)<br />

– basic 7 522,0 340,5<br />

– diluted 7 505,2 336,5<br />

Earnings per share (cents)<br />

– basic 7 473,3 337,3<br />

– diluted 7 458,1 333,4<br />

Cash equivalent dividends per share (cents) 8 240,0 110,0


31<br />

<strong>Group</strong> balance sheet<br />

Restated<br />

2004 2003<br />

at 31 August Note Rm Rm<br />

Assets<br />

Non-current assets 645 1 026<br />

Property, plant and equipment 9 210 210<br />

Goodwill 10 – 42<br />

Trademark 11 165 315<br />

Investments and loans 12 110 146<br />

Deferred taxation 13 160 313<br />

Current assets 7 094 6 159<br />

Inventories 784 739<br />

Trade and other receivables 14 4 871 4 860<br />

Financial assets 22 34 36<br />

Taxation 77 80<br />

Bank balances and cash 1 328 444<br />

Total assets 7 739 7 185<br />

Equity and liabilities<br />

Equity and reserves<br />

Share capital and premium 15 1 903 1 778<br />

Treasury shares 16 (88) (39)<br />

Non-distributable reserves 17 137 127<br />

Retained income 1 803 1 415<br />

Shareholders for dividend 253 111<br />

Shareholders’ equity 4 008 3 392<br />

Non-current liabilities 1 487 1 412<br />

Interest bearing long term liabilities 18 947 831<br />

Deferred taxation 13 540 581<br />

Current liabilities 2 244 2 381<br />

Trade and other payables 19 1 787 1 801<br />

Interest bearing liabilities 18 362 506<br />

Financial liabilities 22 8 9<br />

Taxation 87 64<br />

Bank overdrafts – 1<br />

Total equity and liabilities 7 739 7 185


<strong>Group</strong> cash flow statement<br />

32<br />

Restated<br />

2004 2003<br />

for the year ended 31 August Note Rm Rm<br />

Cash flows from operating activities 908 385<br />

Cash generated by trading a 1 453 816<br />

Increase in working capital b (38) (108)<br />

Cash generated by operations 1 415 708<br />

Investment income 24 15<br />

Finance costs – net c (144) (163)<br />

Taxation paid d (123) (103)<br />

Cash available from operating activities 1 172 457<br />

Dividends paid e (264) (72)<br />

Cash flows from investing activities (72) (111)<br />

Acquisition of Profurn f – (26)<br />

Acquisition of outside shareholders in BoConcept – (20)<br />

Proceeds on disposal of BoConcept g 24 –<br />

Investment and loan receipts 13 16<br />

Proceeds on disposal of property, plant and equipment 24 18<br />

Additions to property, plant and equipment (133) (99)<br />

Cash flows from financing activities 49 8<br />

Proceeds on issue of shares (odd lot offer) – (1)<br />

Proceeds on disposal of treasury shares by share incentive trusts 77 3<br />

Long term bank borrowings raised 347 240<br />

Long term bank borrowings repaid (482) (181)<br />

Finance lease liabilities raised 200 –<br />

Finance lease liabilities repaid (93) (53)<br />

Net increase in cash and cash equivalents 885 282<br />

Cash and cash equivalents at beginning of year 443 161<br />

Cash and cash equivalents at end of year h 1 328 443


33<br />

Notes to the <strong>Group</strong> cash flow statement<br />

Restated<br />

2004 2003<br />

for the year ended 31 August Rm Rm<br />

a Cash generated by trading<br />

Operating income 1 265 747<br />

Non-cash items<br />

Depreciation 94 67<br />

Surplus on disposal of property, plant and equipment (7) (2)<br />

Amortisation<br />

– goodwill 2 5<br />

– trademark 14 14<br />

Loss on disposal and closure of BoConcept 50 –<br />

Loss on closure of Profurn legacy stores 34 –<br />

Revaluation of financial liabilities 1 (15)<br />

1 453 816<br />

b Increase in working capital<br />

Increase in inventories (45) (41)<br />

Decrease in trade and other receivables 24 (120)<br />

Decrease in trade and other payables (23) 53<br />

Unrealised foreign currency translation 6 –<br />

(38) (108)<br />

c Finance costs - net<br />

Interest paid (note 4) (207) (203)<br />

Interest received (note 4) 62 49<br />

Fair value adjustments on financial assets and liabilities 1 (9)<br />

(144) (163)<br />

d Taxation paid<br />

Amount receivable/(payable) at beginning of year 16 (63)<br />

At acquisition adjustment (1) –<br />

Per income statement (note 6) (148) (24)<br />

Amount payable/(receivable) at end of year 10 (16)<br />

(123) (103)<br />

e Dividends paid<br />

Amount payable at beginning of year (111) (25)<br />

Declared (406) (158)<br />

Amount payable at end of year 253 111<br />

(264) (72)<br />

f Acquisition of Profurn<br />

Property, plant and equipment 64<br />

Deferred taxation 206<br />

Inventories 271<br />

Trade and other receivables 1 509<br />

Taxation (66)<br />

Interest bearing liabilities (63)<br />

Trade and other payables (1 003)<br />

Investments and loans 52<br />

Treasury shares 13<br />

Trademark 329<br />

Deferred taxation on trademark (99)<br />

1 213<br />

Outside shareholders –<br />

Bank overdraft acquired (59)<br />

1 154<br />

Paid for by the issue of shares 1 128<br />

Cash paid 26<br />

g Proceeds on disposal of BoConcept<br />

Property, plant and equipment 23<br />

Inventories 3<br />

Trade and other receivables 6<br />

Goodwill impairment 42<br />

74<br />

Loss on disposal and closure of BoConcept (50)<br />

Proceeds 24<br />

h Cash and cash equivalents<br />

Bank balances and cash 1 328 444<br />

Bank overdrafts – (1)<br />

1 328 443<br />

Bank balances and cash include a margin deposit on interest rate swaps amounting to R21 million (2003: R6 million).


<strong>Group</strong> statement of changes in equity<br />

Non- Sharedistri-<br />

holders<br />

Share Share Treasury butable Retained for<br />

capital premium shares reserves income dividend Total<br />

Rm Rm Rm Rm Rm Rm Rm<br />

Balance at 31 August 2002<br />

– as previously reported 6 776 – 24 1 112 25 1 943<br />

Consolidation of share incentive trusts* (22) 12 (10)<br />

Balance at 31 August 2002<br />

– restated 6 776 (22) 24 1 124 25 1 933<br />

Income attributable to shareholders 449 449<br />

Distributable to shareholders (160) 160 –<br />

Distributable to share incentive trusts* 2 (2) –<br />

Paid to shareholders – 13 January 2003 (25) (25)<br />

– 22 April 2003 (47) (47)<br />

Shares issued to share incentive trusts* (7) (7)<br />

Proceeds on disposal of treasury shares<br />

by share incentive trusts* 3 3<br />

Issue of share capital in respect of the<br />

acquisition of Profurn 2 986 988<br />

Revaluation of shares issued pursuant to<br />

the acquisition of Profurn 139 139<br />

Odd lot offer purchases (2) (2)<br />

Odd lot offer sales 2 2<br />

Translation of foreign entities (36) (36)<br />

Issue of share capital – 8 8<br />

Treasury shares acquired (13) (13)<br />

Balance at 31 August 2003<br />

– restated 8 1 770 (39) 127 1 415 111 3 392<br />

– as previously reported 8 1 770 (13) 127 1 401 113 3 406<br />

Consolidation of share incentive trusts* (26) 14 (2) (14)<br />

At acquisition adjustment (5) (5)<br />

Income attributable to shareholders 790 790<br />

Distributable to shareholders (415) 415 –<br />

Distributable to share incentive trusts 8 (8) –<br />

Distributable to treasury shares 1 (1) –<br />

Paid to shareholders – 22 December 2003 (115) (115)<br />

Paid to share incentive trusts<br />

– 22 December 2003 2 2<br />

Paid to shareholders – 14 June 2004 (155) (155)<br />

Paid to share incentive trusts<br />

– 14 June 2004 4 4<br />

Proceeds on disposal of treasury shares 8 8<br />

Profit on disposal of treasury shares<br />

transferred to retained income (4) 4 –<br />

Shares issued to share incentive trusts 1 124 (125) –<br />

Proceeds on disposal of treasury shares<br />

by share incentive trusts 77 77<br />

Translation of foreign entities 10 10<br />

Balance at 31 August 2004 9 1 894 (88) 137 1 803 253 4 008<br />

* Restated comparative<br />

34


35<br />

Notes to the <strong>Group</strong> annual financial statements<br />

1. Changes in comparative figures<br />

1.1 A recent ruling given by the GAAP Monitoring Panel has provided more clarity regarding the consolidation of share incentive trusts.<br />

In light of this, the <strong>Group</strong> has consolidated the <strong>JD</strong> <strong>Group</strong> Employee Share Incentive Scheme and the <strong>JD</strong> <strong>Group</strong> Limited Share Incentive<br />

Trust in the current reporting period. Intercompany loan accounts have been eliminated and <strong>Group</strong> shares held by the trusts have been<br />

shown as treasury shares. Comparative figures have been restated.<br />

In addition to the changes evident from the statement of changes in equity, the following amounts have been restated:<br />

Income statement<br />

There was no impact on the income statement as a result of the consolidation of the share trusts.<br />

Earnings per share<br />

Basic and diluted earnings per share were adjusted by the inclusion of the additional treasury shares held by the <strong>Group</strong> as a result of<br />

the consolidation of the share incentive trusts.<br />

31 August<br />

2003<br />

Rm<br />

As previously reported<br />

Weighted average number of shares in issue (000)<br />

– basic 133 837<br />

– diluted 135 413<br />

Headline earnings per share (cents)<br />

– basic 338,8<br />

– diluted 334,9<br />

Earnings per share (cents)<br />

– basic 335,7<br />

– diluted 331,8<br />

Restated<br />

Weighted average number of shares in issue (000)<br />

– basic 133 196<br />

– diluted 134 771<br />

Headline earnings per share (cents)<br />

– basic 340,5<br />

– diluted 336,5<br />

Earnings per share (cents)<br />

– basic 337,3<br />

– diluted 333,4<br />

Balance sheet<br />

Share incentive trusts – loans receivable<br />

As previously reported 12<br />

Share incentive trust loan accounts eliminated on consolidation (12)<br />

Restated balance –<br />

Trade and other payables<br />

As previously reported 1 799<br />

Amounts payable to share incentive trust participants 2<br />

Restated balance 1 801<br />

Cash flow statement<br />

Increase in working capital<br />

As previously reported (110)<br />

Increase in amounts payable to share incentive trust participants 2<br />

Restated balance (108)


Notes to the <strong>Group</strong> annual financial statements continued<br />

1. Changes in comparative figures continued<br />

1.2 The recent release of the improvements to International Financial <strong>Report</strong>ing Standards has clarified that the International Accounting<br />

Standard Board only requires inventory (cost of sales) and trade payables (finance costs) to be adjusted for the benefit obtained from<br />

extended credit terms, where the terms are beyond the normal credit terms in the industry. The <strong>Group</strong> has therefore reversed the prior<br />

year provision regarding the imputed interest cost. The impact is as follows:<br />

Cost Finance Operating<br />

of sales costs – net income<br />

R m R m R m<br />

Year ended 31 August 2003<br />

As previously reported 2 557 210 803<br />

Adjustment 56 (56) (56)<br />

Restated 2 613 154 747<br />

1.3 The opening balance for property, plant and equipment in the year ended 31 August 2003 has been restated to reflect cost and<br />

accumulated depreciation on vehicles and forklift trucks on a gross basis. This adjustment is reflected in note 9.<br />

1.4 The following reclassification has been made between financial assets and liabilities: Financial Financial<br />

assets liabilities<br />

R m R m<br />

Year ended 31 August 2003<br />

As previously reported 27 –<br />

Adjustment 9 9<br />

Restated 36 9<br />

2004 2003<br />

2. Revenue Rm Rm<br />

Sale of merchandise 6 131 3 819<br />

Finance charges earned 1 454 1 113<br />

Financial services 1 095 761<br />

Other services 376 273<br />

36<br />

9 056 5 966<br />

3. Reconciliation of revenue to operating income<br />

Revenue 9 056 5 966<br />

Cost of sales 4 148 2 613<br />

Other direct operating expenses 661 464<br />

Administration and IT 550 363<br />

Marketing 333 242<br />

Occupancy 489 382<br />

Employees 1 296 933<br />

Transport and travel 223 183<br />

Management fee 25 20<br />

Amortisation – goodwill 2 5<br />

– trademark 14 14<br />

Loss on disposal and closure of BoConcept 50 –<br />

Operating income 1 265 747


37<br />

2004 2003<br />

Rm Rm<br />

4. Finance costs – net<br />

Interest paid<br />

Finance costs 202 181<br />

Fair value losses on financial instruments 5 22<br />

207 203<br />

Interest received<br />

Finance income (58) (21)<br />

Fair value gains on financial instruments (4) (28)<br />

(62) (49)<br />

Finance costs – net 145 154<br />

5. Income before taxation<br />

is stated after taking account of the following items:<br />

Auditors’ remuneration<br />

Audit fees – current 4,7 2,5<br />

– prior 2,9 1,0<br />

Other services 2,4 3,3<br />

Expenses 0,1 0,1<br />

10,1 6,9<br />

Depreciation of property, plant and equipment<br />

Owned 89,7 65,1<br />

Leased 3,9 2,0<br />

93,6 67,1<br />

Directors’ remuneration (see disclosure on page 18)<br />

Services as directors 0,7 0,6<br />

Other services (included in the management fees below) 15,8 12,8<br />

16,5 13,4<br />

Fair value losses/(gains) on embedded derivatives 1,1 (13,1)<br />

Foreign exchange losses 19,0 0,2<br />

Foreign exchange losses on translation of foreign operations<br />

Goodwill<br />

19,3 –<br />

Amortisation 2,0 5,4<br />

Loss on disposal and closure of BoConcept (including impairment of goowill)<br />

Management fees<br />

49,9 –<br />

Sustein Management (Pty) Ltd (includes directors’ remuneration – other services)<br />

Operating leases<br />

24,8 19,8<br />

Business premises 377,1 298,2<br />

Office equipment 21,3 9,6<br />

398,4 307,8<br />

Retirement benefit costs<br />

Defined contribution funds 60,8 41,3<br />

Defined benefit funds 6,9 6,3<br />

67,7 47,6<br />

Surplus on disposal of property, plant and equipment<br />

Owned (7,0) (1,9)<br />

Trademark amortisation 13,6 13,7


Notes to the <strong>Group</strong> annual financial statements continued<br />

38<br />

2004 2003<br />

Rm Rm<br />

6. Taxation<br />

South African taxation<br />

Normal – current 142,1 20,0<br />

– prior 0,8 (3,1)<br />

Deferred – current 178,3 143,6<br />

– prior (0,9) –<br />

Secondary taxation on companies (deferred) 29,2 5,5<br />

349,5 166,0<br />

Foreign taxation<br />

Normal – current 4,6 –<br />

– prior 0,9 1,3<br />

Deferred – current (2,2) (9,8)<br />

– prior 1,1 –<br />

– rate adjustment – 2,5<br />

Withholding and other – 0,1<br />

4,4 (5,9)<br />

Total taxation 353,9 160,1<br />

Dealt with as follows<br />

Current taxation 148,4 23,8<br />

Deferred taxation 205,5 136,3<br />

Total taxation 353,9 160,1<br />

Reconciliation of taxation charge<br />

Domestic standard normal rate of taxation (%) 30,0 30,0<br />

Taxation at standard rate 343,2 182,4<br />

Adjusted for<br />

Foreign tax rate differential 1,6 2,2<br />

Expenditure disallowed 32,1 3,3<br />

Exempt income (92,3) (58,2)<br />

Prior years 1,9 (3,1)<br />

Deferred tax asset not raised 38,2 25,4<br />

Secondary taxation on companies (included in deferred taxation) 29,2 5,5<br />

Withholding taxes – 0,1<br />

Rate adjustment – 2,5<br />

Taxation charged to income 353,9 160,1<br />

Effective rate of taxation (%) 30,9 26,3<br />

Estimated tax losses available for set off against future taxable income<br />

Tax losses available 419,8 331,5<br />

Deferred tax assets not raised 243,3 98,2<br />

Deferred tax assets raised 176,5 233,3<br />

Tax effect at country rate of tax (note 13) 50,8 54,6<br />

Deferred tax assets relating to tax losses of R243,3 million (2003: R98,2 million) have not been raised in accordance with <strong>Group</strong> policy<br />

because the probability of utilising these losses in the foreseeable future is considered to be remote.


39<br />

2004 2003<br />

7. Earnings per share and headline earnings per share<br />

The calculation of earnings per share is based on income attributable<br />

to shareholders of R million 790 449<br />

Basic<br />

Weighted average number of shares in issue during the year of (000) 166 930 133 196<br />

Cents Cents<br />

Earnings per share 473,3 337,3<br />

Surplus on disposal of property, plant and equipment (4,2) (1,4)<br />

Goodwill amortised 1,2 4,2<br />

Loss on disposal and closure of BoConcept 29,9 –<br />

Loss on closure of Profurn legacy stores 20,5 –<br />

Taxation effect thereon 1,3 0,4<br />

Headline earnings per share 522,0 340,5<br />

Diluted<br />

Dilutive effect of bonus element in share options (000) 5 563 1 575<br />

Diluted weighted average number of shares in issue during the year of (000) 172 493 134 771<br />

Cents Cents<br />

Earnings per share 458,1 333,4<br />

Surplus on disposal of property, plant and equipment (4,1) (1,4)<br />

Goodwill amortised 1,2 4,1<br />

Loss on disposal and closure of BoConcept 28,9<br />

Loss on closure of Profurn legacy stores 19,8<br />

Taxation effect thereon 1,3 0,4<br />

Headline earnings per share 505,2 336,5<br />

The above are calculated based on rand amounts.<br />

Rm Rm<br />

8. Distribution to shareholders<br />

Final dividend prior year<br />

– declared 68 cents on 166 830 000 shares (2002: 22 cents on 112 730 000 shares) (113) (24)<br />

– paid 68 cents on 169 000 000 shares (2002: 22 cents on 112 730 000 shares)<br />

Interim dividend<br />

115 24<br />

– declared and paid 90 cents on 172 000 000 shares (2003: 42 cents on 112 730 000 shares)<br />

Final dividend<br />

155 47<br />

– declared 150 cents on 172 000 000 shares (2003: 68 cents on 166 830 000 shares) 258 113<br />

Total distribution to shareholders 415 160


Notes to the <strong>Group</strong> annual financial statements continued<br />

40<br />

Property<br />

Leasehold<br />

improvements<br />

Rm Rm<br />

9. Property, plant and equipment<br />

2004<br />

Owned<br />

At beginning of year – as previously reported<br />

Cost 38 95<br />

Accumulated depreciation<br />

Restatement (note 1.3)<br />

Cost<br />

Accumulated depreciation<br />

(5) (46)<br />

Restated<br />

Cost 38 95<br />

Accumulated depreciation (5) (46)<br />

Net book value<br />

Movement for the year<br />

33 49<br />

Additions/transfers 14 32<br />

Depreciation (4) (23)<br />

Disposals – cost – (25)<br />

– accumulated depreciation – 6<br />

Foreign exchange rate conversion – –<br />

At end of year<br />

Cost 52 102<br />

Accumulated depreciation (9) (63)<br />

Net book value 43 39<br />

Leased<br />

At beginning of year<br />

Cost – –<br />

Accumulated depreciation – –<br />

Net book value<br />

Movement for the year<br />

– –<br />

Depreciation – –<br />

Disposals – cost – –<br />

– accumulated depreciation – –<br />

At end of year<br />

Cost – –<br />

Accumulated depreciation – –<br />

Net book value – –<br />

Total net book value 43 39<br />

Depreciation rates (%) 10 25<br />

Directors’ valuation of property<br />

A register of property is available for inspection by members at the registered office of the Company.<br />

There was no change in the nature of property, plant or equipment or in the policy regarding their use.<br />

Certain leased assets are pledged as security for finance lease liabilities – note 18.


Vehicles and Computer Office equipment,<br />

forklift trucks equipment furniture and fittings 2004<br />

Rm Rm Rm Rm<br />

155 40 77 405<br />

(84) (19) (49) (203)<br />

61 61<br />

(61) (61)<br />

216 40 77 466<br />

(145) (19) (49) (264)<br />

71 21 28 202<br />

57 27 3 133<br />

(42) (14) (7) (90)<br />

(45) (20) (10) (100)<br />

40 13 5 64<br />

– – (1) (1)<br />

228 47 69 498<br />

(147) (20) (51) (290)<br />

81 27 18 208<br />

24 1 7 32<br />

(17) (1) (6) (24)<br />

7 – 1 8<br />

(4) – – (4)<br />

(14) (1) (3) (18)<br />

12 1 3 16<br />

10 – 4 14<br />

(9) – (3) (12)<br />

1 – 1 2<br />

82 27 19 210<br />

25 – 33 25 10 – 25<br />

41<br />

73


Notes to the <strong>Group</strong> annual financial statements continued<br />

42<br />

Property<br />

Leasehold<br />

improvements<br />

Rm Rm<br />

9. Property, plant and equipment continued<br />

2003<br />

Owned<br />

At beginning of year – as previously reported<br />

Cost 29 70<br />

Accumulated depreciation (3) (31)<br />

Restatement (note 1)<br />

Cost<br />

Accumulated depreciation<br />

Restated<br />

Cost 29 70<br />

Accumulated depreciation (3) (31)<br />

Net book value 26 39<br />

Movement for the year<br />

Acquired – cost 5 16<br />

– accumulated depreciation – (3)<br />

Additions/transfers 8 24<br />

Depreciation (3) (15)<br />

Disposals – cost (4) (6)<br />

– accumulated depreciation 1 3<br />

Foreign exchange rate conversion – (9)<br />

At end of year – as previously reported<br />

Cost 38 95<br />

Accumulated depreciation (5) (46)<br />

Restatement<br />

Cost<br />

Accumulated depreciation<br />

Restated<br />

Cost 38 95<br />

Accumulated depreciation (5) (46)<br />

Net book value 33 49<br />

Leased<br />

At beginning of year<br />

Cost – –<br />

Accumulated depreciation – –<br />

Net book value – –<br />

Movement for the year<br />

Acquired – cost – –<br />

– accumulated depreciation – –<br />

Depreciation – –<br />

Disposals – cost – –<br />

– accumulated depreciation – –<br />

At end of year<br />

Cost – –<br />

Accumulated depreciation – –<br />

Net book value – –<br />

Total net book value 33 49<br />

Depreciation rates (%) 10 25<br />

Directors’ valuation of property


Vehicles and Computer Office equipment,<br />

forklift trucks equipment furniture and fittings 2003<br />

Rm Rm Rm Rm<br />

91 27 49 266<br />

(44) (16) (29) (123)<br />

61 61<br />

(61) (61)<br />

152 27 49 327<br />

(105) (16) (29) (184)<br />

47 11 20 143<br />

50 20 22 113<br />

(38) (6) (12) (59)<br />

52 6 9 99<br />

(30) (8) (9) (65)<br />

(38) (11) (1) (60)<br />

28 11 1 44<br />

– (2) (2) (13)<br />

155 40 77 405<br />

(84) (19) (49) (203)<br />

61 61<br />

(61) (61)<br />

216 40 77 466<br />

(145) (19) (49) (264)<br />

71 21 28 202<br />

2 – 8 10<br />

(2) – (7) (9)<br />

– – 1 1<br />

25 1 – 26<br />

(15) (1) – (16)<br />

(2) – – (2)<br />

(3) – (1) (4)<br />

2 – 1 3<br />

24 1 7 32<br />

(17) (1) (6) (24)<br />

7 – 1 8<br />

78 21 29 210<br />

25 – 33 25 10 – 25<br />

43<br />

63


Notes to the <strong>Group</strong> annual financial statements continued<br />

44<br />

2004 2003<br />

Rm Rm<br />

10. Goodwill<br />

Cost<br />

Opening balance 202 209<br />

Acquisition of BoConcept – 8<br />

Translation adjustment 2 (15)<br />

Removal of BoConcept goodwill (52) –<br />

152 202<br />

Accumulated amortisation<br />

Opening balance 160 155<br />

Amortisation 2 5<br />

Impairment due to closure of BoConcept 42 –<br />

Removal of BoConcept accumulated amortisation (52) –<br />

152 160<br />

Net book value – 42<br />

11. Trademark<br />

Cost<br />

Profurn trademark acquired – provisional 329 329<br />

Adjustment to Profurn fair values at acquisition (136) –<br />

Final cost 193 329<br />

Accumulated amortisation<br />

Opening balance 14 –<br />

Amortisation 14 14<br />

28 14<br />

Net book value 165 315<br />

The excess of the purchase consideration made over the fair value of the net assets<br />

acquired from Profurn was recognised as a provisional trademark in the prior year.<br />

The fair values of these assets and liabilities have been finalised as follows: Revised Provisional<br />

Property, plant and equipment 64 64<br />

Deferred taxation 216 206<br />

Inventories 274 271<br />

Trade and other receivables 1 561 1 509<br />

Taxation (67) (66)<br />

Interest bearing liabilities (63) (63)<br />

Trade and other payables (954) (1 003)<br />

Investments and loans 29 52<br />

Treasury shares 18 13<br />

Bank overdraft (59) (59)<br />

Trademark 193 329<br />

Deferred taxation on trademark (58) (99)<br />

Net book value 1 154 1 154<br />

The trademark decreased by R136 million with the associated deferred tax liability decreasing by R41 million. The impact of this<br />

restatement on the amortisation is a reduction of R5,7 million in the current year. The amortisation period remains 10 years from the<br />

effective date of acquisition. The amortisation charge for future years would therefore approximate R19,3 million per annum.


45<br />

2004 2003<br />

Rm Rm<br />

12. Investments and loans<br />

Unlisted<br />

Shares at cost, which approximates fair value 110 110<br />

Investment in non-consolidated subsidiaries – 36<br />

Shares at cost 1 4<br />

Loans from consolidated subsidiaries 156 174<br />

157 178<br />

Impairment (157) (142)<br />

The impairment has been calculated based on the directors’<br />

estimation of cash to be received on the respective loans.<br />

110 146<br />

Abridged aggregated balance sheet of non-consolidated subsidiaries<br />

Equity 1 4<br />

Distributable reserve (234) 63<br />

Opening balance (2003: at acquisition) 63 171<br />

Movement* (297) (108)<br />

Non-distributable reserve 97 (99)<br />

Opening balance (2003: at acquisition) (99) (113)<br />

Movement* 196 14<br />

(136) (32)<br />

Fixed assets – 18<br />

Net current assets 18 118<br />

Bank balances and cash 2 33<br />

Bank overdrafts – (27)<br />

Loans from consolidated subsidiaries (156) (174)<br />

(136) (32)<br />

Reconciliation of estimated recoverable portion of loans<br />

Net asset value (136) (32)<br />

Loans from consolidated subsidiaries 156 174<br />

20 142<br />

Amount considered not recoverable (20) (106)<br />

Amount considered recoverable – 36<br />

* Includes the effect of the liquidation of African subsidiaries


Notes to the <strong>Group</strong> annual financial statements continued<br />

46<br />

2004 2003<br />

Rm Rm<br />

13. Deferred taxation<br />

Amount provided at beginning of year 268 224<br />

At acquisition adjustment of Profurn (51) (107)<br />

Deferred tax on STC credit from dividends received (43) –<br />

Debited to income (note 6) 206 136<br />

Foreign translation adjustments – 15<br />

Amount provided at end of year 380 268<br />

The deferred taxation provision comprises the following temporary differences:<br />

Instalment sale receivables’ allowances 372 210<br />

Provisions disallowed (81) (104)<br />

Trademark (45) (55)<br />

Trademark (2003: provisional) 50 95<br />

Assets unrealised 6 7<br />

Payments in advance 12 18<br />

Other 131 152<br />

Tax losses (51) (55)<br />

STC credits (14) –<br />

380 268<br />

Deferred taxation is disclosed as:<br />

Asset (160) (313)<br />

Liability 540 581<br />

380 268<br />

14. Trade and other receivables<br />

Instalment sale receivables (1)<br />

6 394 6 592<br />

Less: Provisions (1 850) (2 100)<br />

Unearned finance charges (917) (965)<br />

Bad debts (482) (697)<br />

Other (2)<br />

(451) (438)<br />

Net instalment sale receivables 4 544 4 492<br />

Other receivables 327 368<br />

Total accounts receivable 4 871 4 860<br />

Provisions as a percentage of instalment sale receivables (%) 28,9 31,9<br />

In accordance with industry norms, amounts due from instalment sale receivables after one year are included in current assets.<br />

The credit terms of instalment sale receivables range from 6 to 24 months.<br />

(1) Classified as originated loans and receivables and carried at amortised cost.<br />

(2) Other provisions consist of provisions for extended guarantees, unearned club, insurance and collection fees.<br />

Bank borrowings are secured by a negative pledge of instalment sale receivables (note 18).


47<br />

2004 2003<br />

Rm Rm<br />

15. Share capital and premium<br />

Share capital<br />

Authorised<br />

250 000 000 (2003: 250 000 000) ordinary shares of 5 cents each 13 13<br />

Issued<br />

172 000 000 (2003: 166 830 000) ordinary shares of 5 cents each 9 8<br />

Share premium<br />

Balance at beginning of year 1 770 776<br />

Additions during year net of share issue expenses:<br />

On 53 700 000 shares issued at a premium of 1 837 cents<br />

for the acquisition of Profurn – 986<br />

On 75 407 ordinary shares bought back in terms<br />

of the odd lot offer at a premium of 2 796 cents – (2)<br />

On 53 200 ordinary shares issued in terms of the<br />

odd lot offer at a premium of 2 796 cents – 2<br />

On 5 170 000 (2003: 422 207) ordinary shares issued at premiums<br />

of 1 398 to 2 979 (2003: 1 398 to 1 874) cents in terms<br />

of options exercised by employees participating in<br />

The <strong>JD</strong> <strong>Group</strong> Employee Share Incentive Scheme 124 8<br />

Balance at end of year 1 894 1 770<br />

Total share capital and premium 1 903 1 778<br />

No unissued shares are under the control of the directors to be issued in terms of<br />

The <strong>JD</strong> <strong>Group</strong> Limited Share Incentive Trust.<br />

14 022 632 (2003: 14 266 800) shares are under option to employees of the<br />

<strong>Group</strong> in terms of The <strong>JD</strong> <strong>Group</strong> Employee Share Incentive Scheme at prices varying<br />

between R14,03 and R36,90 per share. (page 60)<br />

11 777 368 (2003: 7 670 028) shares are under the control of the directors to<br />

be granted in terms of The <strong>JD</strong> <strong>Group</strong> Employee Share Incentive Scheme. (page 60)<br />

A maximum of ten million of the remaining unissued shares are under the control of the<br />

directors until the forthcoming annual general meeting.<br />

16. Treasury shares<br />

<strong>JD</strong> <strong>Group</strong> Limited ordinary shares of 5 cents each held by group companies and employee<br />

share incentive trusts at cost.<br />

Protea Furnishers S.A. (Pty) Ltd<br />

421 941 (2003: 621 941) ordinary shares 9 13<br />

The <strong>JD</strong> <strong>Group</strong> Employee Share Incentive Scheme<br />

2 292 087 (2003: 158 894) ordinary shares 59 4<br />

The <strong>JD</strong> <strong>Group</strong> Limited Share Incentive Trust<br />

574 309 (2003: 638 309) ordinary shares 20 22<br />

88 39


Notes to the <strong>Group</strong> annual financial statements continued<br />

48<br />

2004 2003<br />

Rm Rm<br />

17. Non-distributable reserves<br />

Made up as follows:<br />

Foreign currency translation reserve (2) (12)<br />

Revaluation of shares issued pursuant to the acquisition of Profurn 139 139<br />

137 127<br />

18. Interest bearing liabilities<br />

Bank borrowings 717 889<br />

Finance lease liabilities 592 448<br />

1 309 1 337<br />

Payable within one year reflected under<br />

current liabilities (362) (506)<br />

These have been classified as liabilities held to maturity and are carried at amortised cost.<br />

Bank borrowings are secured by a negative pledge of trade receivables of R6 394 million (2003: R6 592 million).<br />

The interest rates per annum are:<br />

2004:<br />

– on R150 million: variable rate linked to prime, fixed at 2,98% for the period to 30 September 2004;<br />

– on R40 million: variable rate linked to jibar, fixed at 9,42% for the period to 30 September 2004;<br />

– on R217 million: variable rate linked to jibar, fixed at 3,21% for the period to 1 October 2004;<br />

The above are repayable in bi-annual instalments of capital and interest of approximately R144 million each.<br />

– on R174 million: fixed at 10,69% for the period to 24 November 2008;<br />

– on R130 million: variable rate linked to jibar, fixed at 9,15% for the period to 24 November 2004;<br />

The above are repayable in quarterly instalments of capital and interest of approximately R25 million each.<br />

– on R6 million: variable rate linked to prime, currently at 14,25%, repayable in equal monthly instalments,<br />

to be fully repaid by no later than 15 December 2004.<br />

2003:<br />

– on R233 million: variable rate linked to prime, fixed at 9,06% for the period to 1 March 2004;<br />

– on R60 million: variable rate linked to jibar, fixed at 12,62% for the period to 1 December 2003;<br />

– on R319 million: variable rate linked to jibar, fixed at 8,75% for the period to 1 October 2003;<br />

The above were repayable in bi-annual instalments of capital and interest of approximately R144 million each.<br />

947 831<br />

– on R240 million: variable rate linked to prime, currently at 11,60%, repayable by no later than 15 September 2004; and<br />

– on R37 million: variable rate linked to prime, currently at 15,25%, repayable in equal monthly instalments,<br />

to be fully repaid by no later than 15 December 2004.<br />

Finance lease liabilities are secured by certain intellectual property and fixed assets. Finance lease liabilities bear<br />

interest at effective rates of 13,81% to 15,64% (2003: 15,64%) per annum and are repayable in bi-annual instalments of<br />

capital and interest of approximately R81 million (2003: R61 million) each.


18. Interest bearing liabilities continued<br />

Interest bearing liabilities are repayable in the following financial years:<br />

49<br />

2004 2003<br />

Rm Rm<br />

Bank borrowings<br />

2004 457<br />

2005 291 245<br />

2006 250 187<br />

2007 74 –<br />

2008 81 –<br />

2009 21 –<br />

717 889<br />

Finance lease liabilities<br />

2004 49<br />

2005 71 58<br />

2006 83 65<br />

2007 95 75<br />

2008 112 88<br />

2009 141 113<br />

2010 31 –<br />

2011 36 –<br />

2012 23 –<br />

592 448<br />

In terms of the articles of association of the Company and all its subsidiaries, borrowing powers are unlimited.<br />

19. Trade and other payables<br />

The directors consider the carrying amount of trade and other payables<br />

to approximate their fair values. The credit period of trade payables<br />

ranges between 30 and 90 days.<br />

The following provisions are included in trade and other payables:<br />

Utilised during Utilised during Balance at<br />

Raised at 31 August 31 August 31 August<br />

acquisition Revised 2003 2004 2004<br />

Raised on the acquisition of Profurn: Rm Rm Rm Rm Rm<br />

Retrenchment costs 39 4 (19) (10) 14<br />

Closing of facilities 38 (8) (26) – 4<br />

Lease closure costs 167 (33) (30) (43) 61<br />

244 (37) (75) (53) 79<br />

Utilised during Balance at<br />

Raised on 31 August 31 August<br />

closure 2004 2004<br />

Raised on the closure of Profurn legacy stores: Rm Rm Rm<br />

Retrenchment costs 1 (1) –<br />

Lease closure costs 8 – 8<br />

9 (1) 8<br />

2004 2003<br />

Other provisions: Rm Rm<br />

Leave pay 43 45<br />

<strong>Annual</strong> bonus 39 39<br />

82 84


Notes to the <strong>Group</strong> annual financial statements continued<br />

50<br />

2004 2003<br />

Rm Rm<br />

20. Commitments<br />

Capital expenditure<br />

Authorised and contracted 14 11<br />

Authorised but not yet contracted 109 90<br />

123 101<br />

This expenditure will be financed from internal<br />

sources and existing borrowing facilities.<br />

Operating lease commitments (predominantly premises)<br />

Due within one year 367 422<br />

Due thereafter 782 1 119<br />

21. Foreign assets<br />

Total assets subject to exchange control of a foreign country amount to R52 million (2003: R84 million).<br />

1 149 1 541<br />

22. Financial risk management<br />

Senior executives meet on a regular basis to analyse interest rate exposures and evaluate treasury management strategies against revised<br />

economic forecasts. Compliance with <strong>Group</strong> policies and exposure limits are reviewed at quarterly meetings of the board. The directors<br />

believe, to the best of their knowledge, that there are no undisclosed financial risks.<br />

22.1 Interest rate management<br />

As part of the process of managing the <strong>Group</strong>’s fixed and floating rate borrowings mix, the interest rate characteristics of new<br />

borrowings and the refinancing of existing borrowings are positioned according to expected movements in interest rates.<br />

In order to hedge specific exposures in the interest rate repricing profile of existing borrowings and anticipated peak additional<br />

borrowings, the Company and its subsidiaries make use of interest rate derivatives, only as approved in terms of <strong>Group</strong> policy limits.<br />

At 31 August 2004, the <strong>Group</strong> had entered into derivative instruments exchanging variable for fixed interest rates. The value of<br />

borrowings hedged by interest rate derivatives and the fair values of these contracts as recorded, were as follows:<br />

Notional Fair<br />

amount Commencement Maturity value<br />

Rm date date Rm<br />

217 1 September 2004 1 October 2004 27,5<br />

233 30 May 2003 31 May 2005 (5,9)<br />

115 1 July 2003 1 July 2005 (1,6)<br />

58 10 September 2003 1 July 2005 (0,2)<br />

19,8


22. Financial risk management continued<br />

22.2 Foreign currency management<br />

Certain foreign currency transactions are covered by forward exchange contracts from the time such transactions are entered into until<br />

settlement date. The writing of option contracts is prohibited. The amounts represent the net rand equivalents of commitments to<br />

purchase foreign currencies and all of these commitments mature within three months of the year end.<br />

Foreign Rand Market Fair<br />

currency equivalent value value<br />

000 R000 R000 R000<br />

Covered forward commitments<br />

US dollars 11 976 76 243 79 536 3 293<br />

Uncovered forward commitments<br />

US dollars – – – –<br />

The fair values of the forward exchange contracts of R3,3 million are included in financial liabilities.<br />

22.3 Embedded derivatives<br />

Abra SA has entered into US dollar and Euro based property leases. A fair value asset of R3,6 million has been recognised for the<br />

2004 financial year (2003: R4,7 million asset) resulting in a charge of R1,1 million to the income statement (2003: R13,1 million gain).<br />

22.4 Credit risk management<br />

Potential concentrations of credit risk consist principally of trade receivables and short term cash investments.<br />

The <strong>Group</strong> only deposits short term cash surpluses with three major banks of high quality credit standing. Trade receivables comprise<br />

a large, widespread customer base. The granting of credit is controlled by the application of behavioural scoring models, and the<br />

assumptions therein are reviewed and updated on an ongoing basis. At 31 August 2004, the <strong>Group</strong> did not consider that any significant<br />

concentration of credit risk existed which had not been adequately provided for.<br />

22.5 Liquidity risk<br />

The <strong>Group</strong> has limited risk of illiquidity as shown by its substantial banking facilities and reserve borrowing capacity.<br />

2004 2003<br />

Banking facilities Rm Rm<br />

Total banking and loan facilities 1 578 1 960<br />

Bank borrowings (note 18) 717 889<br />

Unutilised banking facilities 861 1 071<br />

In addition, the <strong>Group</strong> has cash on hand at year end of R1 328 million (2003: R443 million).<br />

51


Notes to the <strong>Group</strong> annual financial statements continued<br />

23. Employee benefit plans<br />

23.1 Retirement benefits<br />

The <strong>Group</strong> has made provision for pension and provident schemes covering substantially all employees. All eligible employees are<br />

members of either a defined benefit or a defined contribution scheme administered by Alexander Forbes Financial Services, Old Mutual<br />

Employee Benefits Industry Funds Unit or the Social Security Fund in Poland.<br />

One defined benefit scheme and 12 defined contribution schemes are in operation. The assets of these schemes are held in<br />

administered trust funds separated from the <strong>Group</strong>’s assets. Scheme assets primarily consist of listed shares, property trust units<br />

and fixed income securities. The schemes are governed by the South African Pension Funds Act of 1956 or the Polish Social Securities<br />

System Act of 1998.<br />

The defined benefit fund is valued actuarially at intervals of not more than three years using the projected unit credit method. The<br />

scheme was valued for financial reporting purposes at year end. The date of the next statutory actuarial valuation is 31 December 2004.<br />

In arriving at their conclusion, the actuaries took into account the following reasonable long term estimates:<br />

52<br />

2004 2003<br />

% %<br />

Inflation 5,0 7,0<br />

Increase in salaries 6,5 8,5<br />

Increase in pensions 2,8 4,7<br />

Return on investment 10,0 12,0<br />

Discount rate 10,0 12,0<br />

The actuarially determined fair value of the assets of the defined benefit scheme was R91 million (2003: R83 million) which corresponds<br />

with the market value at that date. This is sufficient to cover the benefits that had accrued to members, allowing for expected future<br />

increases in earnings, amounting to R67 million (2003: R64 million).<br />

2004 2003<br />

Rm Rm<br />

Cost recognised 6,9 6,3<br />

Current service cost 3,6 4,0<br />

Interest cost 6,7 7,8<br />

Expected return on plan assets (8,6) (8,5)<br />

Asset utilised 5,2 3,0<br />

As the <strong>Group</strong> has not conducted the surplus apportionment process as required by the Pension Funds Amendment Act, 2001,<br />

ownership of the surplus, if any, cannot be determined. As a result, the surplus in the fund has not been recognised as an asset.<br />

Any deficit as determined by the actuaries is funded either immediately or through increased contributions to ensure the ongoing<br />

soundness of the scheme.<br />

23.2 Disability fund<br />

The <strong>Group</strong> has a commitment to the <strong>Group</strong> Disability Fund of R6,3 million for estimated current and future benefits in respect of<br />

108 members which is fully provided for.


24. <strong>JD</strong> <strong>Group</strong>/Nedcor alliance<br />

The <strong>JD</strong> <strong>Group</strong>/Nedcor Alliance (<strong>JD</strong>NA) was formed 38 months ago. The <strong>JD</strong>NA is governed by a supervisory board on which <strong>JD</strong> <strong>Group</strong> is<br />

represented by I D Sussman, H C Strauss and J L Bezuidenhout and is further made up of Nedcor executives.<br />

The lending business, which is an Alliance between Nedcor Limited and Capital One Services, Inc. (CNA), carries the loan book.<br />

The gross value of the loan book at 31 August 2004 amounts to R242 million (2003: R250 million). <strong>JD</strong> <strong>Group</strong> is at risk to the value of<br />

25% of this loan book. Profits or losses in the lending business are paid by CNA to <strong>JD</strong>NA by way of a fee. In addition, an originating<br />

fee is paid by CNA to <strong>JD</strong>NA for the new business it generates.<br />

The <strong>JD</strong>NA has a year end of 31 December, which is in line with Nedcor Limited’s year end. This information is unaudited.<br />

53<br />

2004 2003<br />

Rm Rm<br />

Abridged income statement<br />

Fees received from CNA 29,7 22,5<br />

Other income 2,5 1,2<br />

Administration overheads (28,1) (32,4)<br />

Finance costs (4,1) (5,5)<br />

Net loss for the period – (14,2)<br />

<strong>JD</strong> share of net loss (50%) – (7,1)<br />

Abridged balance sheet<br />

Assets<br />

Non-current assets<br />

Property, plant and equipment<br />

Current assets<br />

4,7 6,5<br />

Accounts receivable 0,6 1,1<br />

Intercompany 10,6 7,4<br />

Total assets 15,9 15,0<br />

Equity and liabilities<br />

Equity and reserves<br />

Shareholders’ equity<br />

Current liabilities<br />

5,3 6,1<br />

Deposits 10,6 8,9<br />

Total equity and liabilities 15,9 15,0<br />

The Alliance has been terminated by mutual consent between the parties with effect from 19 November 2004 as detailed in note 26.


Notes to the <strong>Group</strong> annual financial statements continued<br />

25. Related parties<br />

Sustein Management (Pty) Ltd<br />

All dealings with Sustein Management have been dealt with elsewhere<br />

in this report and the directors’ remuneration included on pages 18 to 23.<br />

54<br />

2004 2003<br />

Rm Rm<br />

Non-consolidated subsidiaries<br />

The <strong>Group</strong>’s dealings with its non-consolidated subsidiaries:<br />

Loans<br />

Finserve Mauritius Limited 49 71<br />

Prosure Insurance Limited (25) (29)<br />

Supreme Furnishers (Zambia) Limited 4 4<br />

Supreme Furnishers (Namibia) (Pty) Ltd 128 128<br />

156 174<br />

Interest received<br />

Finserve Mauritius Limited (6) (6)<br />

Supreme Furnishers (Namibia) (Pty) Ltd (10) (7)<br />

Interest of directors in contracts<br />

All the <strong>Group</strong>’s corporate legal matters are performed by a company in which a<br />

non-executive director has a controlling interest.<br />

26. Subsequent events<br />

BoConcept<br />

In June of this year we sold the master licence for BoConcept UK, three stores and the contracts division back to the Danish parent<br />

company. In addition we assigned another two leases and put the balance of the business, which was in effect three remaining leases,<br />

into voluntary liquidation on 29 October 2004.<br />

Nedcor Alliance<br />

During November 2004 a joint decision was taken to terminate the Alliance with effect from 19 November 2004. This termination will<br />

not have any material financial effect on either party.<br />

Blake & Associates Holdings (Pty) Ltd (“Blakes”)<br />

The <strong>Group</strong> announced on 12 August 2004 that it would acquire half of Unifer Holdings Limited’s (“Unifer”) (a wholly owned subsidiary<br />

of ABSA Bank Limited) stake in Blakes. Subsequent to that announcement, <strong>JD</strong> <strong>Group</strong> and Unifer jointly acquired a further 5%<br />

shareholding from a minority shareholder, which brings our holding to 27,5%.


55<br />

Segmental analysis – geographical<br />

South<br />

Neighbouring<br />

Africa countries Europe <strong>Group</strong><br />

2004<br />

Revenue Rm 8 231 519 306 9 056<br />

Operating income Rm 1 412 (51) (96) 1 265<br />

Depreciation Rm 81 7 6 94<br />

Total assets Rm 7 292 373 74 7 739<br />

Total current liabilities Rm 2 122 64 58 2 244<br />

Capital expenditure Rm 126 2 5 133<br />

Operating margin % 17,2 (9,8) (31,4) 14,0<br />

Total sale of merchandise Rm 5 482 350 299 6 131<br />

Share of <strong>Group</strong> sale of merchandise % 89,4 5,7 4,9 100,0<br />

Credit sales Rm 2 922 167 – 3 089<br />

Percentage of total % 53,3 47,8 – 50,4<br />

Cash sales Rm 2 560 183 299 3 042<br />

Percentage of total % 46,7 52,2 100,0 49,6<br />

Number of stores 879 37 36 952<br />

Revenue per store R000 9 364 14 027 8 500 9 513<br />

Number of employees 14 771 948 448 16 167<br />

Revenue per employee R000 557 547 683 560<br />

Instalment sale receivables – gross Rm 6 063 331 6 394<br />

2003<br />

Revenue Rm 5 342 314 310 5 966<br />

Operating income Rm 791 (1) (43) 747<br />

Depreciation Rm 57 2 8 67<br />

Total assets Rm 6 516 497 172 7 185<br />

Total current liabilities Rm 2 222 91 68 2 381<br />

Capital expenditure Rm 72 2 25 99<br />

Operating margin % 14,8 (0,3) (13,9) 12,5<br />

Total sale of merchandise Rm 3 323 194 302 3 819<br />

Share of <strong>Group</strong> sale of merchandise % 87,0 5,1 7,9 100,0<br />

Credit sales Rm 2 255 112 2 367<br />

Percentage of total % 67,9 57,7 62,0<br />

Cash sales Rm 1 068 82 302 1 452<br />

Percentage of total % 32,1 42,3 100,0 38,0<br />

Number of stores 872 72 34 978<br />

Revenue per store R000 6 126 4 361 9 118<br />

Number of employees 14 096 1 150 492 15 738<br />

Revenue per employee R000 379 273 630<br />

Instalment sale receivables – gross Rm 6 021 571 6 592


Segmental analysis – chains<br />

Southern Africa<br />

Russells Joshua Doore Bradlows Price ’n Pride<br />

2004 2003 2004 2003 2004 2003 2004 2003<br />

Revenue Rm 1 877 1 572 1 353 1 174 702 647 788 642<br />

Operating income Rm 469 313 274 197 123 76 153 84<br />

Depreciation Rm 2 2 2 2 1 1 1 1<br />

Total assets Rm 1 379 1 352 977 968 517 513 699 660<br />

Total current liabilities Rm 257 233 198 184 116 96 87 81<br />

Capital expenditure Rm 2 1 2 2 1 1 1 2<br />

Operating margin % 25,0 19,9 20,3 16,8 17,5 11,7 19,4 13,1<br />

Total sale of merchandise Rm 1 099 912 788 689 454 415 405 331<br />

Share of <strong>Group</strong> sale of merchandise % 17,9 23,9 12,9 18,0 7,4 10,9 6,6 8,7<br />

Credit sales Rm 841 760 576 533 342 324 372 308<br />

Percentage of total % 76,5 83,3 73,1 77,4 75,3 78,1 91,9 93,1<br />

Cash sales Rm 258 152 212 156 112 91 33 23<br />

Percentage of total % 23,5 16,7 26,9 22,6 24,7 21,9 8,1 6,9<br />

Deposit rate on credit sales % 14,2 12,0 17,2 14,4 18,8 18,5 13,8 13,5<br />

Number of stores 199 198 146 149 84 88 118 117<br />

Revenue per store R000 9 432 7 939 9 267 7 879 8 357 7 352 6 678 5 487<br />

Retail square meterage 141 860 139 002 115 712 116 655 63 131 65 121 71 472 69 726<br />

Revenue per square metre Rand 13 231 11 309 11 693 10 064 11 120 9 935 11 025 9 207<br />

Number of employees 3 109 3 016 2 471 2 430 1 399 1 447 1 947 1 912<br />

Revenue per employee R000 604 521 548 483 502 447 405 336<br />

Instalment sale receivables – gross Rm 1 730 1 684 1 176 1 175 570 574 905 838<br />

Bad debts written off<br />

Bad debts written off as a<br />

Rm 113 95 79 64 23 33 98 67<br />

percentage of gross receivables % 6,5 5,6 6,7 5,4 4,0 5,7 10,8 8,0<br />

Receivables’ arrears<br />

Receivables’ arrears as a<br />

Rm 227 282 116 152 51 63 149 189<br />

percentage of gross receivables % 13,1 16,7 9,9 12,9 8,9 11,0 16,5 22,6<br />

Collection rate % 7,0 6,5 7,1 6,7 8,0 7,5 5,9 5,5<br />

Average length of the book Months 14,3 15,3 14,1 14,9 12,5 13,4 16,9 18,3<br />

* The trading results of 19 stores that were closed in the BLNS countries are included in this analysis up until the date of closure but the number of stores, number of employees<br />

and retail square meterage are not shown at the year end. Accordingly, the calculations for revenue per store, per employee and per square metre are overstated. Also included<br />

in “other” are the 7 stores in Mozambique which the <strong>Group</strong> is in the process of disposing of. The balance of the stores will be integrated in due course.<br />

† These chains were only consolidated for a 5 month period in 2003, therefore certain calculations have not been presented as it is considered that they would not be meaningful.<br />

‡ Businesses disposed of and closed therefore certain calculations have not been presented.<br />

º Operations to be integrated, disposed of and/or discontinued.<br />

56


Electric Express Morkels Barnetts<br />

Southern Africa<br />

Hi-Fi Corp Other Sub-total<br />

2004 2003 2004 2003 †<br />

2004 2003 †<br />

57<br />

2004 2003 †<br />

2004* 2003 † º 2004 2003<br />

415 363 926 333 655 221 1 798 569 236 135 8 750 5 656<br />

74 55 184 63 136 41 271 73 (19) 25 1 665 927<br />

– 1 2 2 1 2 3 1 6 5 18 17<br />

281 265 675 723 547 500 201 176 241 262 5 517 5 419<br />

63 61 130 120 89 57 158 150 25 54 1 123 1 036<br />

1 1 2 – 1 – 6 1 1 1 17 9<br />

17,8 15,2 19,9 18,9 20,8 18,6 15,1 12,8 (8,1) 18,5 19,0 16,4<br />

248 222 559 194 346 114 1 798 569 135 71 5 832 3 517<br />

4,1 5,8 9,1 5,0 5,6 3,0 29,3 14,9 2,2 1,9 95,1 92,1<br />

164 150 400 145 299 98 95 49 3 089 2 367<br />

66,1 67,6 71,6 74,7 86,4 86,0 70,4 69,0 53,0 67,3<br />

84 72 159 49 47 16 1 798 569 40 22 2 743 1 150<br />

33,9 32,4 28,4 25,3 13,6 14,0 100,0 100,0 29,6 31,0 47,0 32,7<br />

18,1 17,5 13,1 14,4 12,6 12,9 24,3 26,2 15,7<br />

114 114 113 119 100 100 17 15 25 44 916 944<br />

3 640 3 184 8 195 6 550 105 765 9 440 9 552<br />

16 554 16 814 82 602 86 259 55 706 56 085 28 606 25 950 17 427 34 313 593 070 609 925<br />

25 069 21 589 11 210 11 758 62 854 13 542 14 754<br />

736 696 1 716 1 709 1 725 1 727 1 438 1 065 706 735 15 247 14 737<br />

564 522 540 380 1 250 334 574<br />

343 314 771 952 674 696 2 4 223 355 6 394 6 592<br />

13 10 48 24 47 28 33 22 454 343<br />

3,8 3,2 6,2 7,0 14,8 7,1<br />

20 22 84 162 83 168 68 106 798 1 144<br />

5,8 7,0 10,9 17,0 12,3 24,1 30,5 29,9 12,5 17,4<br />

7,4 7,4 7,7 6,4 6,8 6,4 6,8 7,0<br />

13,5 13,5 13,0 15,6 14,7 15,6 14,7 14,3


Segmental analysis – chains continued<br />

58<br />

Abra<br />

Europe<br />

BoConcept Sub-total<br />

2004 2003 2004 ‡ 2003 2004 2003<br />

Revenue Rm 210 209 96 101 306 310<br />

Operating income Rm (17) (8) (77) (35) (94) (43)<br />

Depreciation Rm 2 2 4 6 6 8<br />

Total assets Rm 62 74 – 98 62 172<br />

Total current liabilities Rm 46 37 – 31 46 68<br />

Capital expenditure Rm 4 4 1 21 5 25<br />

Operating margin % (8,1) (3,8) (80,2) (34,7) (30,7) (13,9)<br />

Total sale of merchandise Rm 206 205 93 97 299 302<br />

Share of <strong>Group</strong> sale of merchandise % 3,4 5,4 1,5 2,5 4,9 7,9<br />

Credit sales Rm<br />

Percentage of total %<br />

Cash sales Rm 206 205 93 97 299 302<br />

Percentage of total % 100,0 100,0 100,0 100,0 100,0 100,0<br />

Deposit rate on credit sales %<br />

Number of stores 36 26 8 36 34<br />

Revenue per store R000 5 833 8 038 12 625 8 500 9 118<br />

Retail square meterage 31 405 26 684 7 012 31 405 33 696<br />

Revenue per square metre Rand 6 687 7 832 14 404 9 744 9 200<br />

Number of employees 448 394 98 448 492<br />

Revenue per employee R000 469 530 1 031 683 630<br />

Instalment sale receivables – gross Rm<br />

Bad debts written off<br />

Bad debts written off as a percentage<br />

Rm 3 3<br />

of gross receivables %<br />

Receivables’ arrears<br />

Receivables’ arrears as a percentage of<br />

Rm<br />

gross receivables %<br />

Collection rate %<br />

Average length of the book Months<br />

* The trading results of 19 stores that were closed in the BLNS countries are included in this analysis up until the date of closure but the number of stores, number of employees<br />

and retail square meterage are not shown at the year end. Accordingly, the calculations for revenue per store, per employee and per square metre are overstated. Also included<br />

in “other” are the 7 stores in Mozambique which the <strong>Group</strong> is in the process of disposing of. The balance of the stores will be integrated in due course.<br />

† These chains were only consolidated for a 5 month period in 2003, therefore certain calculations have not been presented as it is considered that they would not be meaningful.<br />

‡ Businesses disposed of and closed therefore certain calculations have not been presented.<br />

º Operations to be integrated, disposed of and/or discontinued.


Corporate <strong>Group</strong><br />

2004 2003 2004 2003<br />

9 056 5 966<br />

(306) (137) 1 265 747<br />

70 42 94 67<br />

2 160 1 594 7 739 7 185<br />

1 075 1 277 2 244 2 381<br />

111 65 133 99<br />

14,0 12,5<br />

6 131 3 819<br />

100,0 100,0<br />

3 089 2 367<br />

50,4 62,0<br />

3 042 1 452<br />

49,6 38,0<br />

15,7<br />

952<br />

9 513<br />

978<br />

624 475<br />

14 502<br />

643 621<br />

472 509 16 167<br />

560<br />

15 738<br />

6 394 6 592<br />

208 665 343<br />

10,4<br />

798 1 144<br />

12,5 17,4<br />

7,0<br />

14,3<br />

59


Share incentive trusts<br />

60<br />

2004 2003<br />

The <strong>JD</strong> <strong>Group</strong> Employee Share Incentive Scheme Number of shares<br />

Shares available<br />

At beginning of year 7 670 028 1 947 409<br />

Additional shares made available to the directors in terms of the scheme 7 123 590 8 972 719<br />

Options granted (3 115 000) (3 360 000)<br />

Options forfeited 98 750 109 900<br />

At end of year 11 777 368 7 670 028<br />

Share options granted<br />

At beginning of year 14 266 800 11 280 480<br />

Options granted 3 115 000 3 360 000<br />

Options forfeited (98 750) (109 900)<br />

Options exercised (3 260 418) (263 780)<br />

At end of year 14 022 632 14 266 800<br />

Number of participants 170 195<br />

Shares available for utilisation<br />

At beginning of year 158 894 200<br />

At acquisition adjustment (acquired from Profurn share trust) 223 611 –<br />

Issued to the trust 5 170 000 422 474<br />

Options exercised (3 260 418) (263 780)<br />

At end of year 2 292 087 158 894<br />

Rm Rm<br />

Amount owing by employees to the Trust – –<br />

Loan by the Company to the Trust 60 2<br />

Fair value of shares 104 5<br />

2004 2003<br />

The <strong>JD</strong> <strong>Group</strong> Limited Share Incentive Trust Number of shares<br />

Shares available for utilisation<br />

At beginning of year 638 309 638 309<br />

Issued 353 353<br />

Held under options granted 637 956 637 956<br />

Options exercised (64 000) –<br />

At end of year 574 309 638 309<br />

Issued 353 353<br />

Held under options granted 573 956 637 956<br />

Number of participants 8 9<br />

Rm Rm<br />

Amount owing by employees to the Trust – –<br />

Loan by the Company to the Trust 6 10<br />

Fair value of shares 26 20


Salient features of The <strong>JD</strong> <strong>Group</strong> Employee Share Incentive Scheme trust deed<br />

1. Purpose<br />

The <strong>JD</strong> <strong>Group</strong> Employee Share Incentive Scheme which was approved by the directors on 29 March 1996, amended by special resolution<br />

on 31 January 2001 and amended again on 11 August 2003, is intended as an incentive to current and future employees (including<br />

executive and non-executive directors) of <strong>JD</strong> <strong>Group</strong> to render services to the Company by giving them the opportunity to acquire<br />

ordinary shares enabling them to share in the wealth of the Company.<br />

2. Option price<br />

The price per share payable by a participant upon the exercise of share options in terms of this scheme, shall be an amount equal to<br />

90% of the closing price at which shares of the Company are traded at the close of business on the JSE on the trading day immediately<br />

preceding the date upon which the board will have resolved to grant, or direct the trustees to grant, the relevant option.<br />

Each share option shall confer the right on the holder thereof to subscribe for or purchase one share at the option price.<br />

3. Exercise of share options<br />

Share options may not be exercised, until after a period, calculated from the date of acceptance of the offer as follows:<br />

3.1 more than two years shall have elapsed, in which event not more than 25%;<br />

3.2 more than three years shall have elapsed, in which event not more than 50%, cumulatively;<br />

3.3 more than four years shall have elapsed, in which event not more than 75%, cumulatively; and<br />

3.4 more than five years shall have elapsed, in which event all of the relevant share options may be exercised, but within seven years,<br />

provided that the board may, subject to the lapsing of a share option, permit exercise dates contemplated above to be anticipated<br />

or postponed to such other date/s and to the extent determined by the board.<br />

4. Share options granted<br />

Price<br />

Number of<br />

shares at<br />

Date of grant (cents) 31 August 2004<br />

24 June 1996 1 879 173 532<br />

28 August 1996 1 785 1 000<br />

20 August 1997 2 763 61 000<br />

5 November 1997 2 763 30 000<br />

2 February 1998 2 932 12 000<br />

2 September 1998 1 403 92 600<br />

1 June 1999 2 809 50 000<br />

4 October 1999 2 907 355 900<br />

25 May 2000 2 984 2 950 000<br />

22 November 2000 2 848 1 205 000<br />

2 May 2001 2 720 800 000<br />

30 July 2001 2 962 200 000<br />

30 May 2002 1 428 1 646 600<br />

20 February 2003 1 619 1 880 000<br />

25 July 2003 2 342 180 000<br />

10 September 2003 2 803 1 270 000<br />

25 February 2004 3 690 775 000<br />

19 May 2004 3 510 2 340 000<br />

61<br />

14 022 632


Salient features of The <strong>JD</strong> <strong>Group</strong> Employee Share Incentive Scheme trust deed continued<br />

5. The <strong>JD</strong> <strong>Group</strong> Limited Share Incentive Trust<br />

<strong>JD</strong> <strong>Group</strong> currently has two share incentive schemes in operation, namely the scheme referred to in paragraphs 1 to 4 above and<br />

Jodtrust.<br />

No further shares will be made available to Jodtrust.<br />

The following share options have been granted in respect of issued shares:<br />

Price<br />

Number of<br />

shares at<br />

Date of grant (cents) 31 August 2004<br />

4 October 1999 3 418 573 956<br />

These options become exercisable as follows:<br />

On or after 5 October 2002 107 591<br />

On or after 5 October 2003 107 591<br />

On or after 5 October 2004 358 774<br />

62<br />

573 956<br />

The <strong>JD</strong> <strong>Group</strong> Employee Share Incentive Scheme has effectively replaced Jodtrust and accordingly the salient features of the latter have<br />

not been disclosed.<br />

6. Dividends and voting rights<br />

Dividends in respect of shares held in terms of the credit sale scheme are payable to the trust and are credited to the participant’s loan<br />

account until such time as the shares have been paid for in full by the participant, whereafter the dividends accrue and are paid to the<br />

participant.<br />

Voting rights in respect of shares held in terms of the credit sale scheme vest with the trustees, until such time as the shares have been<br />

paid for in full by the participant.<br />

7. Principal terms of loans<br />

7.1 Loans between the company and the trust:<br />

Loans bear interest at rates agreed to between the trustees and the Company from time to time.<br />

7.2 Loans between the trust and participants:<br />

Loans bear interest at rates determined to by the trustees from time to time.


63<br />

<strong>JD</strong> <strong>Group</strong> Limited – company financial statements<br />

The Company operates as an investment holding company only. All trading and banking is conducted through its wholly owned subsidiaries.<br />

Consequently, no cash flow statement is presented. The statement of changes in equity has not been prepared as the movement is evident<br />

from the Company income statement and <strong>Group</strong> statement of changes in equity.<br />

2004 2003<br />

Note Rm Rm<br />

Income statement<br />

Dividend received from <strong>JD</strong>G Trading (Pty) Ltd 524 265<br />

Interest received 1 –<br />

Revaluation of investment 1 149 89<br />

Net income before taxation 674 354<br />

Taxation – secondary taxation on companies (deferred) 29 6<br />

Net profit after taxation 645 348<br />

Retained income brought forward 249 61<br />

894 409<br />

Distribution to shareholders 415 160<br />

Retained income carried forward 479 249<br />

2004 2003<br />

Note Rm Rm<br />

Balance sheet<br />

Assets<br />

Investment in <strong>JD</strong>G Trading (Pty) Ltd<br />

– shares at cost 55 55<br />

– forward subscription of shares 1 819 718<br />

Loan to <strong>JD</strong>G Trading (Pty) Ltd 2 1 242 1 048<br />

Interest in subsidiary company – <strong>JD</strong>G Trading (Pty) Ltd 2 116 1 821<br />

Investment – unlisted 3 446 –<br />

Deferred taxation – STC credit 14 –<br />

Share incentive trusts 66 12<br />

Bank balances 36 307<br />

2 678 2 140<br />

Equity and liabilities<br />

Share capital and premium 1 903 1 778<br />

Retained income 479 249<br />

Shareholders for dividend 258 113<br />

Shareholders’ equity 2 640 2 140<br />

Other net liabilities 38 –<br />

2 678 2 140<br />

Notes<br />

1. Investments with a guaranteed maturity valuation are written up over the life of the investment to the guaranteed value. This forward<br />

subscription will be settled by the issue of shares in <strong>JD</strong>G Trading (Pty) Ltd to the value of R1 036 million on 29 June 2006.<br />

2 The loan to <strong>JD</strong>G Trading (Pty) Ltd is interest free with no fixed date of repayment.<br />

3. The directors’ valuation represents the fair value as stated.


Subsidiaries<br />

Direct subsidiary<br />

<strong>JD</strong>G Trading (Pty) Ltd *<br />

64<br />

Percentage interest held<br />

Country of 2004 2003<br />

Notes incorporation % %<br />

South Africa 100 100<br />

Indirect subsidiaries<br />

Courts Megastore (Pty) Ltd *<br />

South Africa 100 100<br />

<strong>JD</strong> <strong>Group</strong> Asset Financing (Pty) Ltd †<br />

South Africa 100 100<br />

<strong>JD</strong> <strong>Group</strong> International (Pty) Ltd ‡<br />

South Africa 100 100<br />

Profurn Limited ‡<br />

South Africa 100 100<br />

Protea Furnishers S.A. (Pty) Ltd *<br />

South Africa 100 100<br />

Supreme Furnishers (Pty) Ltd ‡<br />

South Africa 100 100<br />

<strong>JD</strong> <strong>Group</strong> Europe BV ø<br />

The Netherlands 100 100<br />

Abra SA *<br />

Poland 100 100<br />

Cookshore One Limited 4 United Kingdom 100 100<br />

Cookshore Two Limited 5 United Kingdom 100 100<br />

Cookshore Three Limited 6 United Kingdom 100 100<br />

Aazad Electrical Construction (Pty) Ltd *<br />

Botswana 100 100<br />

Barnetts (Botswana) (Pty) Ltd *<br />

Botswana 100 100<br />

Hi Fi and Electric Warehouse (Pty) Ltd *<br />

Botswana 100 100<br />

<strong>JD</strong> <strong>Group</strong> (Botswana) (Pty) Ltd *<br />

Botswana 100 100<br />

<strong>JD</strong> <strong>Group</strong> (Lesotho) (Pty) Ltd *<br />

Lesotho 100 100<br />

Supreme Furnishers (Lesotho) (Pty) Ltd *<br />

Lesotho 100 100<br />

Profurn (Moçambique) Limitada *<br />

Mozambique 100 100<br />

<strong>JD</strong> <strong>Group</strong> (Namibia) (Pty) Ltd *<br />

Namibia 100 100<br />

Protea Furnishers (Namibia) (Pty) Ltd *<br />

Namibia 100 100<br />

Barnetts (Swaziland) (Pty) Ltd *<br />

Swaziland 100 100<br />

<strong>JD</strong> <strong>Group</strong> (Swaziland) (Pty) Ltd *<br />

Swaziland 100 100<br />

Non-consolidated subsidiaries<br />

Supreme Furnishers (Ghana) Limited 7 Ghana 100<br />

Global Regency International Limited 7 Hong Kong 100<br />

Supreme Furnishers Cote D’Ivoire SARL 7 Ivory Coast 100<br />

Supreme Furnishers (Kenya) Limited 7 Kenya 100<br />

Supreme Furnishers Limited 8 Malawi 100<br />

Finserve Mauritius Limited Mauritius 100 100<br />

Prosure Insurance Limited Mauritius 100 100<br />

Supreme Furnishers (Namibia) (Pty) Ltd Namibia 100 100<br />

Secureco 3 (Pty) Ltd Namibia 100<br />

Supreme Furnishers (T) Limited 7 Tanzania 100<br />

Supreme Furnishers (U) Limited 7 Uganda 100<br />

Supreme Furnishers (Zambia) Limited 7 Zambia 100<br />

Notes<br />

1. All the above are unlisted companies.<br />

2. Activities of subsidiaries<br />

* Retailers of household furniture, appliances and home entertainment products<br />

† Asset financing company<br />

‡ Investment holding company<br />

ø European investment holding company<br />

3. A list of dormant and name protection companies is available for inspection by members at the registered office of the Company.<br />

4. Previously BoConcept UK Limited – placed in voluntary liquidation, 29 October 2004.<br />

5. Previously BoConcept Bournemouth Limited.<br />

6. Previously BoConcept Tottenham Court Road Limited.<br />

7. Company being deregistered/liquidated.<br />

8. Company sold.


Issued share capital Shares<br />

Direct interest of holding company<br />

Indebtedness<br />

2004 2003 2004 2003 2004 2003<br />

Currency* Currency* Rm Rm Rm Rm<br />

600 000 600 000 55 55 1 242 1 048<br />

1 000 1 000<br />

200 200<br />

11 11<br />

1828 065 436 •<br />

1828 065 436 •<br />

30 000 30 000<br />

224 224<br />

18 151 #<br />

18 151 #<br />

43 061 850 22 489 320<br />

7 339 954 7 339 954<br />

2 2<br />

250 000 250 000<br />

100 100<br />

10 10<br />

100 100<br />

100 100<br />

100 100<br />

1 000 1 000<br />

842 500 000 842 500 000<br />

100 100<br />

1 1<br />

200 200<br />

2 2<br />

1<br />

9 998<br />

5 100<br />

1<br />

1<br />

1 1<br />

100 000 100 000<br />

1 1<br />

1 000<br />

1<br />

1<br />

179<br />

* Reflected in local currency (Mauritius in USD)<br />

• Stated capital<br />

# Reflected in €<br />

65


Analysis of shareholders – 30 September 2004<br />

Number of % of Number of % of<br />

shareholders total shares total<br />

Geographic location of shareholders<br />

South Africa 130 619 417 75<br />

United States of America 17 046 148 10<br />

United Kingdom 8 345 106 5<br />

Netherlands 4 725 535 3<br />

Namibia 3 247 791 2<br />

Luxembourg 1 620 509 1<br />

Other 6 395 494 4<br />

66<br />

172 000 000 100<br />

Size of holding<br />

1 – 1 000<br />

1 001 – 5 000<br />

5 001 – 10 000<br />

4 074<br />

888<br />

153<br />

71<br />

15<br />

3<br />

1 319 428<br />

2 005 424<br />

1 133 392 }<br />

2<br />

10 001 – 50 000 321 6 8 045 364 5<br />

Over 50 000 311 5 159 496 392 93<br />

5 747 100 172 000 000 100<br />

Category of shareholders<br />

Pension funds 67 407 945 39<br />

Insurance companies 32 673 638 19<br />

Unit trusts 26 520 929 15<br />

Other companies and corporate bodies 24 476 726 14<br />

Other managed funds 8 745 727 5<br />

Individuals 8 010 724 5<br />

Share incentive schemes 2 866 396 2<br />

Investment trusts 1 297 915 1<br />

172 000 000 100<br />

Non-public shareholders<br />

(included above)<br />

Directors 6 – 427 856 –<br />

Protea Furnishers S.A. (Pty) Ltd 1 – 421 941 –<br />

Pension Fund 1 – 13 600 –<br />

Share incentive schemes 2 – 2 866 396 –<br />

10 3 729 793<br />

Registration<br />

Materialised 427 7 608 706 1<br />

Dematerialised 5 320 93 171 391 294 99<br />

5 747 100 172 000 000 100<br />

To the best of the Company’s knowledge,<br />

the entities which control in excess of 5%<br />

of the Company’s equity are: % held<br />

Old Mutual Asset Managers 32 527 790 19<br />

STANLIB Asset Management 24 249 233 14<br />

Investec Asset Management 14 403 482 9<br />

RMB Asset Management 14 357 320 8<br />

Sanlam Investment Management 12 213 295 7<br />

97 751 120 57


67<br />

Notice to shareholders<br />

Notice is hereby given that the annual general meeting of shareholders will be held in the boardroom, 11th Floor, <strong>JD</strong> House, 27 Stiemens<br />

Street, Braamfontein, on Wednesday, 9 February 2005, at 09:00 to conduct the following business:<br />

1. Ordinary resolution number 1: The adoption of the annual financial statements<br />

To receive and adopt the annual financial statements of the <strong>Group</strong> and the Company for the financial year ended 31 August 2004,<br />

including the directors’ report and the report of the independent auditors contained therein.<br />

2. Ordinary resolution number 2: The re-election of directors<br />

To elect the following directors:<br />

2.1 IS Levy<br />

2.2 M Lock<br />

2.3 MJ Shaw<br />

2.4 JHC Kok<br />

who, in terms of the Company’s articles of association, retire by rotation at the annual general meeting, but, being eligible, offer<br />

themselves for re-election.<br />

Such re-elections are to be voted on individually unless a resolution is agreed to by the meeting (without any vote against it) that a single<br />

resolution be used.<br />

An abbreviated curriculum vitae in respect of each director offering themselves for re-election is set out on pages 10 and 12 of book 2.<br />

3. Ordinary resolution number 3: The renewal of the authority that all the unissued shares be placed under the control of the directors<br />

To renew the authority that all the unissued shares in the capital of the Company be placed under the control of the directors at their<br />

discretion until the next annual general meeting of the Company in respect of a maximum of ten million shares (equivalent to 6% of the<br />

Company’s current issued share capital) as a general authority in terms of section 221(2) of the Companies Act, 1973 (Act 61 of 1973),<br />

as amended (“the Act”), subject to the provisions of the Act and the Listing Requirements of the JSE Securities Exchange South Africa<br />

(“JSE”) and the Listing Requirements of the Namibian Stock Exchange.<br />

4. Ordinary resolution number 4: The re-appointment of the independent auditors<br />

Resolved that Deloitte & Touche be re-appointed as independent auditors of the Company for the ensuing period terminating on the<br />

conclusion of the next annual general meeting of the Company and to authorise the directors to fix the auditors’ remuneration for the<br />

past year.<br />

5. Ordinary resolution number 5: General authority to issue shares for cash<br />

Resolved that pursuant to the Articles of Association of the Company and subject to the Act, and the Listing Requirements of the JSE,<br />

the directors of the Company be and are hereby authorised, by way of a general authority, to allot and issue ordinary shares for cash on<br />

the following basis:<br />

5.1 this authority shall not extend beyond the later of the date of the next annual general meeting of the Company or the date of the<br />

expiry of 15 months from the date of the annual general meeting;<br />

5.2 a press announcement giving full details, including the impact on the net asset value, net tangible asset value per share, earnings<br />

per share and headline earnings per share, will be published at the time of any issue representing, on a cumulative basis within one<br />

financial year, five percent or more of the number of shares in issue prior to the issue;<br />

5.3 issues in the aggregate in any one financial year may not exceed 15% of the number of the shares in the Company’s issued share capital;<br />

5.4 the maximum discount at which ordinary shares may be issued is 10% of the weighted average traded price of those shares over<br />

the 30 business days prior to the date that the price of the issue is determined or agreed by the directors of the Company; and<br />

5.5 any such issue will only be made to “public shareholders” as defined by the Listing Requirements of the JSE, and not to related parties.<br />

In terms of the Listing Requirements of the JSE, a 75% majority is required of votes cast by shareholders present or represented by proxy<br />

at the annual general meeting at which this ordinary resolution is to be considered.


Notice to shareholders continued<br />

6. Special resolution: The authority to repurchase shares<br />

Resolved that the Company (or one of its wholly owned subsidiaries) may, subject to the Companies Act (Act 61 of 1973), as amended,<br />

and the Listing Requirements of the JSE Securities Exchange South Africa (“JSE”), acquire shares issued by itself or shares in its holding<br />

company, as and when deemed appropriate, subject to the following limitations:<br />

6.1 that the repurchase of shares be effected through the order book operated by the JSE trading system and be done without any prior<br />

understanding or arrangement between the Company and the counterparty;<br />

6.2 that this authority shall not extend beyond 15 months from the date of this resolution or the date of the next annual general<br />

meeting, whichever is the earlier date;<br />

6.3 that an announcement be made giving such details as may be required in terms of the Listing Requirements of the JSE when the Company<br />

has cumulatively repurchased 3% of the initial number (the number of that class of share in issue at the time that the general authority<br />

is granted) of the relevant class of securities and for each 3% in aggregate of the initial number of that class acquired thereafter;<br />

6.4 at any one time, the Company may only appoint one agent to effect any repurchase;<br />

6.5 the repurchase of shares will not take place during a prohibited period and will not affect compliance with the shareholders’ spread<br />

requirements as laid down by the JSE;<br />

6.6 the repurchase of shares shall not, in the aggregate, in any one financial year, exceed 20% of the Company’s issued share capital at<br />

the time this authority is given; and<br />

6.7 the repurchase of shares may not be made at a price greater than 10% above the weighted average traded price of the market value<br />

of the shares as determined over the five business days immediately preceding the date on which the transaction was effected.<br />

The reason for this special resolution is, and the effect thereof will be to grant, in terms of the provisions of the Act and the Listing<br />

Requirements of the JSE, and subject to the terms and conditions embodied in the said special resolution, a general authority to the<br />

directors to approve the acquisition by the Company of its own shares, or by a subsidiary of the Company of the Company’s shares.<br />

At the present time the directors have no specific intention with regard to the utilisation of this authority, which will only be used if the<br />

circumstances are appropriate.<br />

Disclosures required in terms of the Listing Requirements of the JSE Securities Exchange South Africa (“JSE”)<br />

In terms of the Listing Requirements of the JSE, the following disclosures are required with reference to the repurchase of the Company’s<br />

shares as set out in the Special Resolution above:<br />

In terms of the Listing Requirements of the JSE, the following disclosures are required when requiring shareholders’ approval to:<br />

authorise the Company, or any of its subsidiaries, to repurchase any of its shares or the shares in its holding company (as set out in Special<br />

Resolution above); and<br />

the general authority to issue shares for cash (as set out in Ordinary Resolution number 5).<br />

Working capital statement<br />

The directors are of the opinion that, after considering the effect of the maximum repurchase permitted and that maximum general payments<br />

to shareholders, for a period of 12 months after the date of this notice of annual general meeting:<br />

the Company and the <strong>Group</strong> will be able, in the ordinary course of business, to pay its debts;<br />

the assets of the Company and the <strong>Group</strong> will be in excess of the liabilities of the Company and the <strong>Group</strong>, recognised and measured in<br />

accordance with the accounting policies used in the latest annual financial statements;<br />

the share capital and reserves of the Company and the <strong>Group</strong> will be adequate for ordinary business purposes; and<br />

the working capital resources of the Company and the <strong>Group</strong> will be adequate for ordinary business purposes.<br />

Litigation statement<br />

Other than disclosed or accounted for in these financial statements, the directors of the Company, whose names are given on page 70 of<br />

these annual financial statements, are not aware of any legal or arbitration proceedings, pending or threatened against the <strong>Group</strong>, which<br />

may have or have had, in the 12 months preceding the date of this notice of annual general meeting, a material effect on the <strong>Group</strong>’s<br />

financial position.<br />

Directors’ responsibility statement<br />

The directors, whose names are given on page 70 of these financial statements, collectively and individually, accept full responsibility for the<br />

accuracy of the information pertaining to the above special resolution and certify that to the best of their knowledge and belief there are no<br />

facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts<br />

have been made and that the above special resolution contains all information required.<br />

68


Material changes<br />

Other than the facts and developments reported on in these annual financial statements, there have been no material changes in the affairs,<br />

financial or trading position of the <strong>Group</strong> since the signature date of this annual report and the posting date thereof.<br />

The following further disclosures required in terms of the Listing Requirements of the JSE are set out in accordance with the reference pages<br />

in these annual financial statements of which this notice forms part:<br />

Directors and management (page 70)<br />

Major shareholders of the Company (page 66)<br />

Directors’ interest in the Company’s shares (pages 17 and 22)<br />

Share capital (page 47)<br />

Voting and attendance<br />

Certified shareholders and uncertified shareholders with “own name” registration<br />

Shareholders wishing to attend the annual general meeting have to ensure beforehand with the transfer secretaries of the Company that<br />

their shares are in fact registered in their name. Should this not be the case and the shares are registered in another name, or in the name<br />

of a nominee company, it is incumbent on shareholders attending the meeting to make the necessary arrangements with that party to be<br />

able to attend and vote in their capacity.<br />

A shareholder entitled to attend and vote at the annual general meeting is entitled to appoint a proxy or proxies to attend, speak and, on a<br />

poll, vote in his/her stead. A proxy need not be a shareholder of the Company.<br />

For the convenience of registered shareholders of the Company, a form of proxy is enclosed herewith, containing detailed instructions in<br />

this regard.<br />

Uncertificated shareholders other than with “own name” registration<br />

Beneficial owners of dematerialised shares who wish to attend the annual general meeting have to request their Central Securities Depository<br />

Participant (“CSDP”) or broker to provide them with a letter of representation, or they must provide the CSDP or broker with their voting<br />

instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker.<br />

Proxies<br />

The instrument appointing a proxy and the authority (if any) under which it is signed must reach the transfer secretaries of the Company at<br />

the address given on the proxy form, by no later than 09:00 on Monday, 7 February 2005.<br />

On a poll, ordinary shareholders will have one vote in respect of each share held.<br />

By order of the board<br />

MI JAYE CA(SA)<br />

Company secretary<br />

25 November 2004<br />

<strong>JD</strong> <strong>Group</strong> Limited<br />

(Registration number 1981/009108/06)<br />

JSE code: <strong>JD</strong>G NSX code: <strong>JD</strong>L<br />

ISIN code: ZAE000030771<br />

69


Directorate and administration<br />

<strong>JD</strong> <strong>Group</strong> Limited<br />

Registration number: 1981/009108/06<br />

JSE code: <strong>JD</strong>G NSX code: <strong>JD</strong>L<br />

ISIN code: ZAE 000030771<br />

Executive directors<br />

ID Sussman BCom (executive chairman)<br />

HC Strauss (chief executive officer)<br />

JL Bezuidenhout BCom LLB<br />

JHC Kok (appointed 1 March 2004)<br />

G Völkel BAcc CA(SA)<br />

Independent non-executive directors<br />

ME King SC BA LLB (cum laude) HDip Tax Law<br />

Dr D Konar BCom HDip Acc MAS Cert Tax Law DCom CA(SA)<br />

M Lock BCom CA(SA)<br />

MJ Shaw CA(SA)<br />

Non-executive director<br />

IS Levy Dip Law<br />

<strong>JD</strong>G Trading (Pty) Ltd<br />

Registration number: 1958/003362/07<br />

Directors<br />

ID Sussman BCom (executive chairman)<br />

HC Strauss (chief executive officer)<br />

AW Beeforth BCom CA(SA)<br />

BR Behrens **<br />

JL Bezuidenhout BCom LLB<br />

IR Child BCom(Hons) BAcc CA(SA) **<br />

JB Gibson **<br />

F Ginsberg<br />

VG Horn<br />

JHC Kok<br />

AJ Maré **<br />

LM Mentor IPM Dip CPIR **<br />

A Neven<br />

MJ Richards * CA(SA) ACA<br />

LT Rundle BTech **<br />

W van der Westhuizen **<br />

LP van Doesburgh BCompt **<br />

G Völkel BAcc CA(SA)<br />

Secretary and registered office<br />

MI Jaye CA(SA)<br />

11th Floor, <strong>JD</strong> House<br />

27 Stiemens Street<br />

Braamfontein, 2001<br />

PO Box 4208, Johannesburg, 2000<br />

Telephone +27 11 408 0408<br />

Facsimile +27 11 408 0604<br />

E-mail info@jdg.co.za<br />

Internet website http://www.jdg.co.za<br />

Audit committee<br />

ME King (chairman)<br />

Dr D Konar<br />

MJ Shaw<br />

Nominations committee<br />

IS Levy (chairman)<br />

ME King<br />

Dr D Konar<br />

ID Sussman<br />

Remuneration committee<br />

IS Levy (chairman)<br />

ME King<br />

Dr D Konar<br />

MJ Shaw<br />

ID Sussman<br />

70<br />

Risk management committee<br />

Dr D Konar (chairman)<br />

JHC Kok<br />

PJ Pienaar BCom<br />

MJ Richards *<br />

MJ Shaw<br />

G Völkel<br />

Independent auditors<br />

Deloitte & Touche<br />

Private Bag X6<br />

Gallo Manor<br />

2052<br />

Bankers<br />

Absa Bank Limited<br />

Nedbank, a division of Nedcor Bank Limited<br />

Standard Corporate and Merchant Bank, a division<br />

of The Standard Bank of South Africa Limited<br />

FNB Corporate, a division of FirstRand Bank Limited<br />

Attorneys<br />

Feinsteins<br />

(Levy, Feinsteins & Associates Incorporated)<br />

Sponsor<br />

South Africa<br />

Lead sponsor<br />

Barnard Jacobs Mellet Corporate Finance (Pty) Ltd<br />

BJM House, 2nd Floor, 5 Sturdee Avenue<br />

Rosebank, Johannesburg, 2196<br />

Telephone +27 11 283 0300<br />

Facsimile +27 11 283 0309<br />

Co-sponsor<br />

PSG Capital Limited<br />

Building No 8, Woodmead Estate, 1 Woodmead Drive<br />

Woodmead, Sandton, 2157<br />

Telephone +27 11 797 8400<br />

Facsimile +27 11 797 8435<br />

Namibia<br />

Simonis Storm Securities (Pty) Ltd<br />

152 Robert Mugabe Avenue, Windhoek<br />

Telephone +264 61 254 194<br />

Facsimile +264 61 254 193<br />

Transfer secretaries<br />

South Africa<br />

Computershare Investor Services 2004 (Pty) Ltd<br />

Telephone +27 11 370 5000<br />

Facsimile +27 11 370 5663<br />

Namibia<br />

Transfer Secretaries (Pty) Ltd<br />

Shop 12, Kaiserkrone Centre, Post Street Mall, Windhoek<br />

Telephone +264 61 227 647<br />

Facsimile +264 61 248 531<br />

ADR Depository<br />

File number 82-4401<br />

The Bank of New York Company, Inc.<br />

One Wall Street, New York<br />

NY 10286<br />

United States of America<br />

Telephone +1 888 269 2377<br />

* British<br />

** Resigned 1 September 2004


<strong>JD</strong> <strong>Group</strong> Limited<br />

(Registration number 1981/009108/06)<br />

JSE code: <strong>JD</strong>G NSX code: <strong>JD</strong>L<br />

ISIN code: ZAE000030771<br />

(“the Company”)<br />

FOR USE BY CERTIFICATED SHAREHOLDERS AND UNCERTIFICATED SHAREHOLDERS WITH “OWN NAME” REGISTRATION<br />

ATTENDING THE ANNUAL GENERAL MEETING TO BE HELD ON 9 FEBRUARY 2005<br />

I/We<br />

Of<br />

71<br />

Form of proxy<br />

being a member/members of <strong>JD</strong> <strong>Group</strong> Limited and entitled to votes, hereby appoint<br />

1. or failing him/her<br />

2. or failing him/her<br />

3. the chairman of the meeting as my/our proxy to act for me/us at the annual general meeting, which will be held at the registered office of<br />

the Company, 11th Floor, <strong>JD</strong> House, 27 Stiemens Street, Braamfontein, on Wednesday, 9 February 2005, at 09:00 for the purpose of<br />

considering and, if deemed fit, passing with of without modification, the ordinary resolutions to be proposed thereat and at each<br />

adjournment thereof, to vote for or against the resolutions with or without modification, or to abstain from voting thereon in respect of the<br />

ordinary shares in the issued capital of the Company registered in my/our name/s in accordance with the following instruction (see note 3).<br />

Each shareholder is entitled to appoint one or more proxies (whether a shareholder/s of the company or not) to attend, speak and to vote<br />

at the meeting in his/her stead.<br />

Ordinary resolution number 1<br />

Adoption of the annual financial statements<br />

Ordinary resolution number 2<br />

Re-election of the following directors:<br />

Number 2.1 IS Levy<br />

Number 2.2 M Lock<br />

Number 2.3 MJ Shaw<br />

Number 2.4 JHC Kok<br />

Ordinary resolution number 3<br />

Authority to place unissued shares under the control of the directors<br />

Ordinary resolution number 4<br />

Re-appointment of independent auditors<br />

Ordinary resolution number 5<br />

General authority to issue shares for cash<br />

Special resolution<br />

General authority to repurchase shares<br />

Number of <strong>JD</strong> <strong>Group</strong> shares<br />

In favour Against Abstain<br />

Signed at on 2004/2005<br />

Member<br />

Please read the instructions on the reverse side of this form of proxy.


Form of proxy – Instructions<br />

1. On a poll a shareholder is entitled to one vote for each share held.<br />

2. Forms of proxy must be lodged at, posted to or faxed for attention to the Transfer Secretaries (+27 11 688 5221), Computershare Investor<br />

Services 2004 (Pty) Ltd, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to reach the Company at least<br />

48 hours before the meeting (excluding Saturdays, Sundays and public holidays).<br />

3. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space/s provided,<br />

with or without deleting the words “the chairman of the annual general meeting”. Any such deletion must be individually initialled by the<br />

shareholder, failing which they will not have been validly effected. The person present at the annual general meeting whose name<br />

appears first on the form of proxy and has not been deleted will be entitled to act as proxy to the exclusion of the persons whose<br />

names follow.<br />

4. Any alteration or correction to this form of proxy has to be initialled by the relevant signatory/ies.<br />

5. Each shareholder is entitled to appoint one or more proxies (who need not be a shareholder/s of the Company) to attend, speak and<br />

vote (either on a poll or by show of hands) in place of that shareholder at the annual general meeting.<br />

6. Voting instructions for each of the resolutions must be completed by filling the number of votes (one per ordinary share) under the “In<br />

favour”, “Against” or “Abstain” headings on the form of proxy. If no instructions are filled in on the form of proxy, the chairman of the<br />

annual general meeting, if the chairman is the authorised proxy, or any other proxy shall be authorised to vote in favour of, against or<br />

abstain from voting as he/she deems fit.<br />

7. A shareholder or his/her proxy is entitled but not obliged to vote in respect of all the ordinary shares held by the shareholder. The total<br />

number of votes for or against the ordinary and special resolutions and in respect of which any abstention is recorded may not exceed<br />

the total number of shares held by the shareholder.<br />

8. Documentary evidence establishing the authority of a person signing this form must be attached to this form of proxy unless previously<br />

recorded by the transfer secretaries of the Company or waived by the chairman of the annual general meeting.<br />

9. This form of proxy is to be completed only by those shareholders who either still hold shares in a certificated form, or whose shares are<br />

recorded in their “own name” in dematerialised electronic form in the sub-register.<br />

10. Shareholders whose dematerialised shares are held in the name of a nominee and wish to attend the annual general meeting must<br />

contact their Central Securities Depository Participant (“CSDP”) or broker who will furnish them with the necessary letter of authority to<br />

attend the annual general meeting. Alternatively, they have to instruct their CSDP or broker as to how they wish to vote. This has to be<br />

done in terms of the agreement between the shareholder and the CSDP or the broker.<br />

11. Uncertificated shareholders other than with “own name” registration who wish to attend and vote at the meeting must ensure that their<br />

letters of authority from their CSDP or broker reach the transfer secretaries not later than 09:00 on Monday, 7 February 2005.<br />

12. The completion and lodging of this form of proxy does not preclude the relevant shareholder from attending the annual general meeting<br />

and speaking and voting in person to the exclusion of any proxy appointed by the shareholder.<br />

13. The chairman of the annual general meeting may accept or reject any form of proxy which is completed and/or received other than in<br />

accordance with these instructions, provided that he shall not accept a proxy unless he is satisfied as to the manner in which a<br />

shareholder wishes to vote.<br />

Transfer secretaries’ office<br />

Computershare Investor Services 2004 (Pty) Ltd<br />

70 Marshall Street, Johannesburg, 2001<br />

(PO Box 61051, Marshalltown, 2107)<br />

72


Shareholders’ diary<br />

Financial year end 31 August<br />

Interim report for half year Published April<br />

Announcement of annual results Published November<br />

<strong>Annual</strong> financial statements Published December<br />

<strong>Annual</strong> general meeting 9 February 2005<br />

Interim dividend declaration Declared April<br />

Final dividend declaration Declared November<br />

Maxx New Media<br />

Concept and design<br />

GRAPHICOR 31289


www.jdg.co.za

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