Chairman's
Report
The year was marked by a series of unprecedented challenges which severely tested the group’s resolve and capability.
During the course of the year, the group experienced protest action in the aftermath of the social media haircare advertisement incident; continued levels of Covid-19 restrictions imposed by government for lengthy periods; and the civil unrest in KwaZulu-Natal and parts of Gauteng. Against this background, it is pleasing to report that the resilience of the business and the competence of the executive team again came to the fore to ensure a highly competitive financial and operating performance for the year.
Group turnover increased by 10.2%, diluted headline earnings per share (HEPS), adjusted for the impact of the civil unrest, grew by 8.8% and a dividend of 490 cents per share was declared to shareholders.
The market capitalisation on the JSE increased by R17.1 billion to R74.3 billion, ensuring our continued inclusion in the FTSE/JSE Top 40 Index.
The performance should also be seen in the context of the group’s sustained shareholder value creation over the past decade. Excellent growth rates have translated into strong cash returns which have not only been reinvested in the business but have allowed the board to progressively increase the dividend payout ratio from 50% in 2011 to the current targeted payout ratio of 60% to 65%.
Over this time the group has generated a compound annual total shareholder return of 24.5% per annum with diluted HEPS growing by a compound rate of 12.0% and the dividend per share by 14.6% per annum.
Supporting this growth is the group’s commitment to reinvesting in the business, with capital expenditure of R4.8 billion over the past 10 years and over R9.7 billion being returned to shareholders in dividends and share buy-backs, underpinning the quality of the Clicks Group share.
Appointment of new CEO
Our CEO, Vikesh Ramsunder, has resigned from the group with effect from 31 December 2021 to take up a career opportunity as the head of a listed healthcare company in Australia.
Over the past three years Vikesh has led the business through a number of challenges including, in particular, those outlined above. Under his leadership Clicks and UPD have entrenched their market-leading positions, the group has expanded its retail store presence to over 800 stores and 600 pharmacies, and is recognised as the most transformed and empowered retailer in the country. The group’s share price has increased by 60% over this period, despite markets being severely impacted by Covid‑19.
Over many years, the group has built a strong executive leadership team and we are confident in their ability to maintain the current momentum in the business. We are sorry to say goodbye to Vikesh and wish him and his family well. He will continue to act as a strategic adviser to the group until 31 August 2022.
Flowing from our succession planning process, we were pleased to appoint an internal successor in Bertina Engelbrecht as our new CEO from 1 January 2022. Bertina is our group corporate affairs director and will be the first black female to lead a listed retail group in South Africa. She has been part of the executive leadership team for the past 15 years and been integrally involved in the development of the group’s strategy and growth of the business over this time. Bertina has served on the board as an executive director since 2008.
The group is on a sustained growth trajectory thanks largely to the quality of our highly experienced executive team and we extend our congratulations to Bertina as she prepares to assume her new role in January next year.
Governance and board succession
Governance is a crucial constituent of the group’s overarching environmental, social and governance (ESG) framework that contributes to sustainability and long-term value creation. Our governance practices continue to be reviewed and enhanced on a regular basis.
Historically, the board has conducted a self-evaluation of its effectiveness. In the past year an independent assessment of board effectiveness was conducted by Deloitte. This evaluation rated the board, its committees, the chairman and each of the directors as being highly effective. All suggestions for improvement have been implemented.
This year, the board pursued its succession plan by appointing a new director, Dr Penny Moumakwa, as an independent non-executive director, in April. Penny is a medical doctor with extensive senior executive experience in both the private and public sectors and her healthcare experience is proving highly relevant to our board.
In September, after the end of the reporting period, we appointed Sango Ntsaluba as an independent non-executive director. Sango is a highly accomplished businessman with over 30 years’ experience in the auditing profession and in corporate leadership positions and is a seasoned non-executive director.
Both Penny and Sango will be proposed for election at the annual general meeting to be held in January 2022 and Sango will also be recommended for election to the audit and risk committee.
In implementing the succession plan, the board has also addressed the issue of long-tenured directors. While we consider that the group has derived substantial benefits from having a stable board of directors with deep knowledge of the group’s affairs (which has been particularly relevant during the challenges of the past year), we are also cognisant of the benefits of bringing new skills and inputs into our board deliberations, hence the new appointments we have made in the recent past.
We have determined that all directors who have served at least three terms of three years each will retire when their current term comes to an end unless the board otherwise determines. This policy will result in the long-tenured board members retiring over a three-year period, allowing the group to continue to derive the benefit of a stable and knowledgeable core of directors whilst the new directors are integrated into our processes.
Fatima Daniels, who has served as a non-executive director for 13 years, will retire from the board in January 2022. Fatima has made an outstanding contribution to both the board and the audit and risk committee and we will miss her robust debate, rigorous oversight and extensive board experience.
While I have served as a non-executive director for many years, the remaining members of the board believe that it will be in the best interests of the group that I stand for an additional period to provide stability to the board during this transitional phase and to support the new CEO. I have therefore accepted the board’s nomination for re-election as a director and, if elected by shareholders, will serve as much of my three-year term as required to identify a suitable candidate to assume the leadership of the board.
Board diversity policy
The group has adopted a policy to ensure diversity on the board, specifically relating to race and gender but also in respect of broader diversity attributes such as skills, qualifications and experience, age and culture. The appointments of Penny Moumakwa and Sango Ntsaluba were both made in line with this policy.
The board exceeds its voluntary targets in respect of race and gender representation, with 64% black (target 50%) and 36% women representation (target 25%).
We believe that the diversity of our directors ensures that the board considers the needs of all our stakeholders and interest groups.
Acknowledgements
Thank you to our CEO and the group executive committee for their leadership of the business during a particularly challenging and disrupted trading year. Our 15 900 employees at head office, stores and distribution centres across the country continued to show how teamwork, discipline and passion for our customers enabled the group to deliver another strong financial and operational performance.
The collective insight and wisdom of my fellow non-executive directors proved invaluable during these uncertain times and I thank them for their continuing support.
Thank you to our external stakeholders, including our customers, shareholders, suppliers and regulators, for their continued support and engagement.
David Nurek
Independent non-executive chairman