Corporate governance report
Accountability, transparency, ethical management and fairness are the principles that underpin the Clicks Group’s governance and compliance frameworks.
The board and executive management are accountable for the group’s governance which is critical to executing its strategic objectives, ensuring sustainability and meeting stakeholder expectations. A consistent focus on corporate governance has supported the group’s sustained strong performance which is reflected in the long-term equity outperformance.
The group’s corporate governance standards are independently rated as aligning with global best practice.
Refer to the corporate governance and King IV report 2025 PDF
In the past year, notable governance matters in the group included the following:
- appointing Mfundiso Njeke as the chairman of the board to succeed David Nurek who retired at the annual general meeting (AGM) in January 2025 after serving as chairman for 27 years;
- appointing Sango Ntsaluba as the lead independent director and Christine Ramon as chair of the audit and risk committee;
- reviewing the structure of the board and its committees to ensure that the structure serves the needs of the group and can efficiently attend to the work required of the governing body. This led to the board deciding to reconstitute a nomination committee that will be responsible for ensuring that the board has the right skills, experience and diversity to govern effectively and will also attend to the board and key management succession matters. The reconstitution of the committee will be formalised at the January 2026 AGM; and
- appointing Bertie van Sittert as a non-executive director with effect 1 February 2026. Bertie has extensive and current retail and consumer experience gained over more than two decades. His appointment ensures that the group and its stakeholders continue to benefit from a diverse, multiskilled, independent and balanced board.
The group has applied the King lV Code throughout the 2025 financial year and the directors confirm that the group has in all material respects voluntarily applied the principles of the code. King IV places focus on transparency, sustainability and promoting systems thinking in the governance of entities and the conduct of business.
The board is not aware of any material non-compliance by the company with the Companies Act, 2008, the JSE Listings Requirements or the Clicks Group memorandum of incorporation. The group follows the JSE’s June 2022 guidance on sustainability and climate change disclosures in its annual reporting.
Role of the board
Elected by the shareholders, the directors are responsible for the sustainability of the business within the triple context of the economy, society and the environment.
The board fulfils a range of legal duties and is the primary source of effective, ethical leadership for the group. In executing its mandate, the board is responsible for the following:
- approving strategic plans;
- monitoring operational performance;
- ensuring that risk management and internal controls are effective;
- monitoring regulatory compliance;
- promoting good governance;
- approving significant accounting policies and the annual financial statements;
- monitoring transformation and empowerment;
- managing the process of selection and appointment of directors; and
- ensuring that the group’s remuneration policies and practices are effective and fair.
Certain of these functions are delegated to board committees. The board and its committees’ composition, authority, responsibilities and functioning are detailed in the memorandum of incorporation, the board charter and the committees’ terms of reference.
Governance structure
Key issues addressed in 2025
In addition to the matters set out above, the board addressed the following key issues during the year:
- approved the group’s three-year strategic plans and budgets, including capital investment in IT systems and physical infrastructure;
- monitored the execution of projects and initiatives approved in preceding years, including specific focus on the rollout of the new dispensing system in Clicks pharmacies, the warehouse management system and enterprise resource planning system replacement at UPD, and revising the group’s organisational design to better equip it for sustained growth into the future which included the appointment of the chief people officer and managing executive for Clicks;
- considered the outcome of the independent assessment performed on the group’s maturity and effectiveness of the risk management function;
- entrenched ESG practices in the group’s ways of working, including reviewing the group’s environmental and climate change policy;
- considered the application of the amendments to the Companies Act, No. 71 of 2008;
- reviewed the group’s broader board diversity policy;
- considered and satisfied itself as to the competence, qualifications and experience of both the chief financial officer and company secretary;
- identified a suitable additional non-executive director to ensure that the group and its stakeholders continue to benefit from a diverse, multiskilled, independent and balanced board;
- reviewed the group’s remuneration policy, with specific focus on long-term incentives for senior executives and monitored progress in the attainment of the minimum shareholding requirement for executives. The board also reviewed the remuneration of non-executive directors; and
- reviewed talent and succession plans for the business.
Board composition
With effect 1 February 2026, the board will consist of nine directors, with two salaried executive directors and seven independent non-executive directors.
Mfundiso Njeke, Nomgando Matyumza and Gordon Traill will retire in terms of the rotation of directors provisions in the memorandum of incorporation and are all recommended for re-election to the board. Richard Inskip, Christine Ramon, Sango Ntsaluba and Nomgando Matyumza will be recommended for election to the audit and risk committee. Nomgando Matyumza, Dr Penny Osiris and Bertina Engelbrecht will be recommended for election to the social and ethics committee.
Independence of directors
All the directors understand their legal duty to act independently in the best interests of the company.
The board conducted an evaluation of the independence of the chairman and non-executive directors during the year. The factors contained in King IV and the JSE Listings Requirements which could impact on their independence and performance were considered. Both long tenure and length of concurrent tenure between non-executive directors and executive directors are metrics that are considered when assessing independence, which the board monitors and the group discloses to stakeholders. In the opinion of the board there are no factors which prevent the directors from exercising objective, unfettered judgement or acting in an independent manner. All of the non-executive directors are therefore appropriately classified as being independent.
The company has no controlling shareholder or group of shareholders and there is no shareholder representation on the board.
Board diversity
The directors are diverse in terms of gender, race and professional backgrounds, contributing to strong decision-making and ensuring that a range of perspectives are brought to bear on matters under consideration by the board. The directors have extensive experience and specialist skills across a range of sectors, including retail, commercial, governance, human resources, remuneration, accounting and finance, legal, healthcare and IT. The board’s broader diversity policy contains voluntary targets for race and gender of 50% black and 33% female representation at board level. Currently 75% of the directors are black and 50% are female. Following the appointment of Bertie van Sittert with effect 1 February 2026, the board will comprise seven independent non-executive directors and two executive directors, with 67% black and 44% female representation on the board.
Director election
A third of non-executive directors are required to resign at each AGM and executive directors are required to resign on the third anniversary of their appointment or most recent re-election to the board. This provides shareholders with the ability to hold directors to account and to appoint directors to the board who shareholders believe will add value to the business. At the 2026 AGM two non-executive directors and one executive director retire and all three are recommended for re-election to the board.
Annual performance evaluation
An internal assessment of the board’s effectiveness was conducted, which concluded that the board, its committees, its chairman and directors, and the company secretary are highly effective. The last external assessment of board effectiveness was conducted by Deloitte in 2021 and the board has concluded to have the 2026 board evaluation conducted by an external independent party.
Board and executive relationship
The roles of the chairman and the chief executive officer are formalised, separate and clearly defined. This division of responsibilities at the helm of the company ensures a balance of authority and power, with no individual having unrestricted decision-making powers. The chairman leads the board and the chief executive officer is responsible for the executive management of the group. While the board and executive management collectively determine the strategic objectives of the group, the board is responsible for approving the group’s strategy, while the executive is responsible for executing this strategy and for the ongoing management of the business. Regular reporting by the executive on progress made in executing its mandate allows the board to monitor implementation of strategy and to assess the effectiveness thereof. Non-executive directors have direct access to management and may meet with management independently of the executive directors.
Board and committee meeting attendance
Board oversight
The board discharges its oversight function both directly and through its four committees. The board and its committees are each chaired by independent non-executive directors. The composition of the committees conformed to regulatory requirements and King IV for the reporting period.
Risk governance
While the board recognises that certain risks are necessary to ensure sustainable growth and competitive returns, the directors acknowledge that the group and its stakeholders should be protected from avoidable risks. Risk management and governance processes are therefore aimed at creating an appropriate balance between risk and reward.
The audit and risk committee is responsible for overseeing risk management for the board, with particular focus on combined assurance arrangements, ensuring that the group has implemented an effective policy and mitigation plan for risk, and that disclosure of these risks and mitigation plans is comprehensive, timely and relevant. The committee is tasked with ensuring that the combined assurance model provides a co-ordinated approach to assurance activities and that the combined assurance model addresses all significant risks facing the group. The group and business unit risk registers are regularly reviewed and updated, containing current and emerging risks as well as risks associated with future strategic initiatives and identifying mitigating measures to address specific risks. Risk registers are updated as the nature of the risk changes over time or as mitigation measures take effect. An independent review of the group’s risk identification, management and reporting process was undertaken during the 2025 financial year.
Group internal audit monitors the progress of the group and business units in managing risks and reports its findings to the audit and risk committee. Any significant weaknesses in the design, implementation or execution of the group’s internal financial controls which could result in material financial loss, fraud, corruption or error, are reported to the audit and risk committee and disclosed in the audit and risk committee report. No material issues were brought to the attention of the committee during the reporting period.
Ethics and values
The group subscribes to high ethical standards of business practice. A set of values and a behavioural code of conduct require staff to display integrity, mutual respect and openness. Members of staff have an obligation to challenge others who are not adhering to these values. The social and ethics committee is responsible for monitoring ethical practices. The group has various documented policies which require all employees to adhere to ethical business practices in their relationships with one another, suppliers, intermediaries, shareholders and investors. These policies also set stringent standards relating to the acceptance of gifts from third parties and declarations of potential conflicts of interests. A fraud prevention policy ensures that a firm stance is taken against fraud and offenders are prosecuted with the aim of recovering any losses.
Anti-competitive conduct
Oversight, governance and risk management processes are in place to promote compliance with statutory prescripts relating to competition and the effectiveness of these processes is borne out by the fact that the group has not been sanctioned for anti-competitive conduct.
The group has market-leading positions in South Africa in healthcare, retailing and supply. This emphasises the need for the group to remain vigilant in guarding against engaging in anti-competitive practices.