Corporate Governance Report

Introduction

The directors and management of Super Group subscribe to the generally accepted principles of good corporate governance as one of the foundations of a sustainable business. Super Group is committed to and accepts responsibility for applying these principles to ensure that the Group is managed ethically within prudent risk parameters. The Group is subject to and endorses the on-going disclosure, corporate governance and other requirements required by the JSE. The Group also supports and complies with the principles of King IV and the International Integrated Reporting Framework.

In terms of paragraph 8.63(a) of the JSE Listings Requirements, the Group has published its application of the Chapter 2 principles on its website www.supergroup.co.za. A King IV Application Register is included in this report here and is also available on the website.

The 2018 financial year was another active year for Super Group, characterised by various corporate actions, these included:

  • The acquisition of Slough Motor Corporation (SMC) effective 4 July 2017
  • The acquisition of an 88% net interest in Servicios Empresriales Ader, SL (Ader) effective 4 July 2017
  • The acquisition of an additional 15% of the share capital of ABF Legend Logistics effective 1 September 2018, increasing the Group’s interest in ABF Legend Logistics to 90%
  • Supply Chain Africa acquired 90% of the MDS Group effective 1 October 2017
  • The issue of 12 422 360 Ordinary Shares at R40.25 per share through an Accelerated Bookbuild on 13 October 2017
  • The sale of 15% of the share capital of SG Coal to the Kgolo Trust, the Group’s Black Women Empowerment Scheme effective 1 April 2018, reducing the Group’s interest in SG Coal to 85%
  • The acquisition of the remaining 45% of the share capital of Digistics, increasing the Group’s interest in Digistics to 100%
  • The acquisition of an additional 14 186 914 shares in SG Fleet, increasing the Group’s interest in SG Fleet to 57%

The acquisitions are all in line with Super Group’s stated strategy of selected acquisitions in its core businesses in the geographies in which it operates.

Issues of corporate governance, including the requirements of the Companies Act, the JSE Listings Requirements and King IV, will continue to receive the Board’s attention, consideration and refinement as necessary for the Group to remain compliant with current practices in corporate governance and with the changes arising from the South African Corporate Law reformation process. Sound corporate governance remains one of the top priorities of the Board and Exco.