Annual Report - JD Group

More documents

Recommendations

Info

Corporate governance continued 2003 2004 Director 16 Nov 5 Dec 10 Mar 17 May 26 Jul 10 Nov ID Sussman P P P P P P HC Strauss P P P P P P JL Bezuidenhout P P P P P P G Völkel P P P P P P ME King P P A P P P D Konar P A P P P P IS Levy P P P P P P M Lock * P A A P A P MJ Shaw P P P P P P JHC Kok † – – P P P P * Non-resident P = Present † Appointed 1 March 2004 A = Apologies Mark Richards, corporate support services executive, attends all board meetings by invitation. Meetings are conducted in accordance with formal agendas, ensuring that all substantive matters are properly addressed. Standing subcommittees of the JD Group board have been appointed, details of which are set out in this report, while ad hoc subcommittees are created as and when necessary. The chairman sets the agenda for each meeting in consultation with the chief executive officer and the company secretary. Any director may request that additional matters be added to the agenda. Copies of board papers are circulated to the directors in advance of the meetings. There is a clear division between the responsibilities of the board and management. Mias Strauss, the chief executive officer, takes full responsibility for all operations. The non-executive directors take responsibility for ensuring that the chair encourages proper deliberation of all matters requiring the board’s attention. The board ensures that there is an appropriate balance of power and authority on the board so that no one individual or block of individuals can dominate the board’s decision making process. Directors are appointed on the basis of skill, acumen, experience and level of contribution to and impact on the activities of the Group. Non-executive directors contribute an unfettered and independent view on matters considered by the board and enjoy significant influence in deliberations at meetings. All directors have the requisite knowledge and experience required to properly execute their duties, and all participate actively in the proceedings at board meetings. The non-executive directors have no fixed term of office, while executive directors have entered into service contracts with Sustein Management (Pty) Ltd. The service contract continues until 28 February 2005 whereafter it automatically 2 endures for an indefinite period subject to one year’s notice from either party. The board and its committees are supplied with full and timely information which enables them to discharge their responsibilities. They have unrestricted access to all Group information. Nonexecutive directors have access to management and may even meet separately with management, without the executive directors being present. Some of the non-executive directors hold directorships or executive positions in companies with which JD Group has commercial relationships. The board has considered all these relationships and does not consider that any of them compromise the independence of the directors concerned. All directors are entitled, at the Group’s expense, to seek independent professional advice about the affairs of the Group in relation to the execution of their duties, if such expertise is required. One third of the directors are subject, by rotation, to retirement and re-election at the annual general meeting in terms of the Company’s articles of association. In addition, all directors are subject to election by shareholders at the first annual general meeting after their initial appointment. The biographical details for each of the directors are set out on pages 10 to 12 of book 2. Interests in contracts During the year ended 31 August 2004, none of the directors had a significant direct or indirect interest in any contract or arrangement entered into by the Company or its subsidiaries. Company secretary The company secretary is Melvyn Jaye. The appointment and removal of the company secretary is a matter for the board as a whole. The company secretary advises the board on the appropriate procedures for the management of meetings and the implementation of governance procedures. The board has unlimited access to the company secretary, who advises the board and its subcommittees on issues including compliance with Group policies and procedures, statutory regulations and King II. He works with the board to ensure compliance with the Listing Requirements of the JSE and the NSX. Board committees Specific responsibilities have been delegated to board committees, all of which have defined charters in place.
JD Group Limited board and management committees A diagrammatic outline of the entities to which delegations have been made are set out below: Board Committees Audit Remuneration Nominations Risk Management JDG Trading board Audit committee The audit committee is a subcommittee of the board and comprises Mervyn King (chairman), Len Konar and Martin Shaw, all of whom are independent non-executive directors. David Sussman, Mias Strauss, Jan Bezuidenhout, Gerald Völkel, Johan Kok, Mark Richards, Leslie van Doesburgh, Ian Thompson and Pieter Pienaar attend meetings by invitation. The audit committee meets formally at least three times per annum to consider financial reporting issues and to advise the board on a range of matters, including corporate governance practices, internal control policies and procedures, and internal and external audit management. JD Group Main Board 3 Management Committees Exco RMEC Tradeco Servco Leadership and Development Council Chains Service Departments Employee Benefits Funds The external auditors attend the formal committee meetings and also have unrestricted access to the chairman of the audit committee. The audit committee is satisfied that the independence of the external auditors is not compromised by the present scale of non-audit related fees paid to them. Through the audit committee, the board regularly reviews processes and procedures to ensure the effectiveness of internal systems of control so that its decision making capability and the accuracy of its reporting is maintained at a high level at all times. The committee, furthermore, identifies and monitors the nonfinancial aspects relevant to the businesses of the Group and
Page 1 and 2:
21 Years Young Annual Report 2004
Page 3 and 4:
In only 21 years, JD has grown from
Page 5 and 6:
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 and 60: A brighter future to come Annual Fi
Page 61: “the way you behave when you are
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
Page 113 and 114:
24. JD Group/Nedcor alliance The JD
Page 115 and 116:
55 Segmental analysis - geographica
Page 117 and 118:
Electric Express Morkels Barnetts S
Page 119 and 120:
Corporate Group 2004 2003 2004 2003
Page 121 and 122:
Salient features of The JD Group Em
Page 123 and 124:
63 JD Group Limited - company finan
Page 125 and 126:
Issued share capital Shares Direct
Page 127 and 128:
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
show all

Annual Report - JD Group

Create successful ePaper yourself

Delete template?

Save as template?