Annual Report - JD Group

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Corporate governance...........................................................1 Ten year review ..................................................................10 Directors’ approval of the annual financial statements ........14 Report of the independent auditors ....................................15 Certificate by company secretary ........................................15 Directors’ report .................................................................16 Directors’ remuneration ......................................................18 Definitions and accounting policies......................................24 Group annual financial statements and notes ......................30 2 1 Y E A R S Y O U N G 1 9 8 3 - 2 0 0 4 Segmental analysis .............................................................55 Share incentive trusts and salient features ..........................60 JD Group Limited – company financial statements ..............63 Subsidiaries ........................................................................64 Analysis of shareholders ......................................................66 Notice to shareholders .......................................................67 Directorate and administration ............................................70 Form of proxy ....................................................................71 Shareholders’ diary ............................................................IBC
“the way you behave when you are not being watched” Mervyn King defines good governance Introduction This corporate governance statement sets out the key governance principles and practices of JD Group. JD Group is a dual listed company with its primary listing on the JSE Securities Exchange South Africa (“JSE”) and its secondary listing on the Namibian Stock Exchange (“NSX”). The board of directors is committed to, and support, the principles contained in the Code of Corporate Practices and Conduct as set out in the second report of the King Commission (“King II”) on Corporate Governance for South Africa, as well as the Listing Requirements of the JSE and the NSX. Statement of compliance Based on the information set out in this corporate governance statement, the board believes that throughout the accounting period under review, the Group has applied the principles of King II and complied with the provisions set out in the Listing Requirements of the JSE and the NSX. Business model JD Group’s business model consists of eight chains trading within Africa, the Abra chain trading in Poland, and support services provided by 11 corporate service departments. The directors are of the opinion that the business model in place is balanced and sound and provides a solid platform for continued growth. The directors are nevertheless aware of the changing dynamics of the industry and will modify Group strategy and models from time to time in accordance with changing circumstances. Strategic business goals The Group’s corporate objectives and opportunities, set out on page 5 of book 2, evidence its commitment to good corporate governance. Endorsement of King II JD Group remains fully committed to the principles of effective corporate governance and application of the highest ethical standards in the conduct of its business. We endorse the principles of integrity and accountability advocated by King II. In all dealings we strive to ensure that the interests of stakeholders are foremost in our decisions and that they are fully informed of the process. We have long recognised that good corporate governance is essentially about leadership and that the need exists to conduct the business with integrity and in compliance with best international practices, while taking cognisance of the value systems of the countries in which we operate. 1 Corporate governance Code of conduct The Group is committed to the highest ethical standards of business conduct and to fully complying with all applicable laws and regulations. The directors, employees, employees of outsourced functions as well as suppliers to JD Group, are all expected to comply with the principles and act in terms of the code of conduct. The directors believe that the ethical standards of the Group, as stipulated in the code of conduct are monitored and are being met. Where there is non-compliance with the code of conduct, the appropriate discipline is enforced with consistency as JD Group responds to offences and prevents re-occurrence. Chairman and board of directors Chairman The executive chairman is David Sussman, founder of the Group. The board delegates to the chairman responsibility for ensuring the effectiveness of governance practices. He leads the board and is responsible for representing the board to shareholders. The reason for not appointing a non-executive chairman is that David is a founder and custodian of the soul of the Group and, in the opinion of the board, his position as executive chairman does not compromise the principles of corporate governance. Board The Company has a unitary board comprising 10 directors of whom five are non-executive directors. The board considers Mervyn King, Len Konar, Maureen Lock and Martin Shaw as independent non-executive directors as defined by King II and the Listing Requirements of the JSE. In compliance with King II and the Listing Requirements of the JSE, the roles of the chairman and the chief executive officer are separate. The primary responsibilities of the board include regular review of the strategic direction of investment decisions and performance against approved plans, budgets and best practice standards. The board retains full and effective control of the Group and decisions on material matters are reserved for the board. The board meets at least quarterly, and more frequently if circumstances or decisions require. The attendance register of meetings is set out below.
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21 Years Young Annual Report 2004
Page 3 and 4:
In only 21 years, JD has grown from
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PROFILE JD Group, a mass consumer f
Page 7 and 8:
Corporate objectives and opportunit
Page 9 and 10: Abra Barnetts Bradlows Electric Exp
Page 11 and 12: By 1986 trains can travel faster th
Page 13 and 14: Executive management Arie Neven (45
Page 15 and 16: Group value added statement 13 2004
Page 17 and 18: ■ Revenue up by 52% to R9,1 billi
Page 19 and 20: “Wars are won in the planning roo
Page 21 and 22: possible for me to mention by name
Page 23 and 24: 1990 1992 1994 The first McDonalds
Page 25 and 26: Social citizenship “. . . and our
Page 27 and 28: one million account holders. Based
Page 29 and 30: 1996 1998 2000 Penny Heyns scoops 3
Page 31 and 32: Abra - practical solutions for your
Page 33 and 34: Bradlows - you’re the difference
Page 35 and 36: Hi-Fi Corporation - the lowest pric
Page 37 and 38: Morkels - your two year guarantee s
Page 39 and 40: Russells - your home lifestyle part
Page 41 and 42: Score is absorbed into a reposition
Page 43 and 44: Ensuring that Group credit manageme
Page 45 and 46: Managing the procurement, maintenan
Page 47 and 48: Comprises a direct audit services d
Page 49 and 50: Group marketing is tasked to consta
Page 51 and 52: Responsible for the Group’s prope
Page 53 and 54: Influencing and shaping the Group
Page 55 and 56: A dream made real through the dedic
Page 57 and 58: Maxx New Media Concept and design G
Page 59: A brighter future to come Annual Fi
Page 63 and 64: JD Group Limited board and manageme
Page 65 and 66: The purpose of this committee is to
Page 67 and 68: Employment benefits funds Approxima
Page 69 and 70: Fraud and illegal acts JD Group doe
Page 71 and 72: 14 months 12 months 31 August 31 Au
Page 73 and 74: 14 months 12 months 31 August 31 Au
Page 75 and 76: To the members of JD Group Limited
Page 77 and 78: Subsidiary companies Details of the
Page 79 and 80: Retirement Medical Cash Share schem
Page 81 and 82: Options Sale/ Sale/ exercised Date
Page 83 and 84: Options Sale/ Sale/ exercised Date
Page 85 and 86: Basis of accounting The annual fina
Page 87 and 88: are allocated using the effective i
Page 89 and 90: unrecognised actuarial gains and lo
Page 91 and 92: 31 Group balance sheet Restated 200
Page 93 and 94: 33 Notes to the Group cash flow sta
Page 95 and 96: 35 Notes to the Group annual financ
Page 97 and 98: 37 2004 2003 Rm Rm 4. Finance costs
Page 99 and 100: 39 2004 2003 7. Earnings per share
Page 101 and 102: Vehicles and Computer Office equipm
Page 103 and 104: Vehicles and Computer Office equipm
Page 105 and 106: 45 2004 2003 Rm Rm 12. Investments
Page 107 and 108: 47 2004 2003 Rm Rm 15. Share capita
Page 109 and 110: 18. Interest bearing liabilities co
Page 111 and 112:
22. Financial risk management conti
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24. JD Group/Nedcor alliance The JD
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55 Segmental analysis - geographica
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Electric Express Morkels Barnetts S
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Corporate Group 2004 2003 2004 2003
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Salient features of The JD Group Em
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63 JD Group Limited - company finan
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Issued share capital Shares Direct
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67 Notice to shareholders Notice is
Page 129 and 130:
Material changes Other than the fac
Page 131 and 132:
JD Group Limited (Registration numb
Page 133 and 134:
Shareholders’ diary Financial yea
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Annual Report - JD Group

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