Annual Report - JD Group

“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.