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Shoprite Holdings Limited and Its Subsidiaries in Its 40Th Year HOLDINGS LTD 2019 INTEGRATED ANNUAL REPORT REPORT ANNUAL INTEGRATED INTEGRATED IntegratedREPORT Annual Report2019 2019 WorldReginfo - 1e755e61-0847-4c6e-9c0c-4c749da18127 Purpose We are pleased to present this 2019 Integrated Annual Report for Shoprite Holdings Limited and its subsidiaries in its 40th year. Here we report on progress towards delivering on our vision – to be Africa’s most affordable and accessible retailer – and how we plan to continue to do so in future. This year’s report underlines our recognition that our capital, resources and relationships play an important role in our success. These range from our strategies and investments, which help us provide accessible and affordable food and other fast-moving consumer goods to our customers, wherever they are, through to our evolving understanding of how to continually pursue shared value through our business performance. For 40 years, the Group focused on lowering prices. In recent years, our focus has shifted from low prices to affordability, as we provide a range of options to people who may not be able to afford the lowest prices in the market. We aim to make our customers’ money work as hard as they do. We believe that our business model enables us to create sustainable, long-term value that balances the interests of today’s stakeholders with the interests of future generations. Values Doing the right thing Saving to share Developing local We want to be known as a company that We are committed to reducing waste. We’re an African company that believes in puts customers first through excellent That’s one reason why we focus relentlessly Africa’s potential. We invest in our people service. Our employees are empowered on keeping costs low, so that every rand by developing their careers and promoting to do whatever it takes to ensure that all we spend must fight for its life. We aim to from within. In turn, they invest in us. customers leave our stores happy. become more efficient, including in our resource use, by minimising harm to the We create jobs, provide suppliers with Integrity is important to us. We treat natural environment and maximising the access to markets and contribute taxes everyone with respect. Each of us is value we offer to our customers. Where to develop local economies. accountable for our actions and strives we have surplus food or resources, we to behave in an ethical way. We value distribute them to people in need. Our size and effective supply chains create trust and long-term relationships with opportunities for local, smaller suppliers to our stakeholders. access our markets. Through procurement and support, we help them grow and thrive. We #ActforChange beyond our own doors. Through job creation, affordable products, We embrace economic transformation and hunger relief and other programmes, through job creation, skills and career we work to support our communities. development, local sourcing and social upliftment. WorldReginfo - 1e755e61-0847-4c6e-9c0c-4c749da18127 Shoprite Holdings Ltd Integrated Annual Report 2019 Contents About this report 2 Creating sustainable value Remuneration report Our value creating business model 36 Part 1: Chairperson’s letter 68 About Shoprite Holdings Managing our risks 38 Part 2: Remuneration policy 70 Our value creating highlights in 2019 4 Material issues, risks and Part 3: Implementation 76 What sets us apart 6 opportunities 44 Chief Executive’s report 10 Performance summary Chairperson’s report 14 Good governance and value creation Our Chief Financial Officer’s review 79 Our business 17 Governance philosophy 53 About this report Our brands 18 Lead Independent Director’s Shareholder information Key financial information 20 statement 54 Shareholder analysis 86 Distribution of operations 21 Governance focus areas in 2019 54 Shareholders 87 Our strategic approach 22 Being a responsible business 56 Notice to Shoprite Holdings Operating environment 28 The Group’s leadership 58 shareholders: AGM 88 Transforming our business 30 Overview of Board and Committee Form of proxy Loose insert Engaging our stakeholders 32 activities in 2019 64 About Shoprite Holdings Creating Creating sustainable value How to navigate our report Good governance and value creation Throughout our Integrated Annual Report, the following icons are used to provide linkages to relevant aspects, or indicate where further detail is available. Material issues Strategy Stakeholders UN Sustainable Trade performance and A truly customer-first Development Goals Customers growth opportunities culture Supply chain configuration Shareholders and Develop future-fit channels and cost structure financiers Remuneration Remuneration report Remuneration strategy Enable precision retailing Communities and policy Trusted, profitable Our employees Trade unions private labels Socioeconomic impact Grow share in premium Employees and contribution food and fresh Information and A stronger franchise offer Suppliers technology Performance summary Leadership transformation Preserve our Regulators and employment equity African advantage Regulatory environment Refocus capital allocation References Quality and safety Unlock alternative revenue (employees, workplace This icon signifies related and customers) information elsewhere in this report. Social licence to operate This icon signifies related information available online at: Shareholder information www.shopriteholdings.co.za This digital version of the Integrated Annual Report, and the information contained herein, supersedes the printed version. 1 WorldReginfo - 1e755e61-0847-4c6e-9c0c-4c749da18127 About this report How to read this report About this report This 2019 Integrated Annual Report is aimed primarily at our shareholders, as the primary providers of the Group’s financial capital, and the local and international investment community. The report demonstrates our ongoing Basis of reporting commitment to improving transparency The Group has adopted the International and striving for the highest reporting Integrated Reporting Council’s International Holdings About Shoprite and disclosure standards. Integrated Reporting <IR> Framework as the basis for reporting on a comparable and It strives to provide balanced insights consistent basis year-on-year how the into how the Group aims to create and Group creates long-term value through the sustain value for shareholders in the transformation of six capitals applied within short, medium and long term while the Group’s business: financial, intellectual, List of acronyms balancing our responsibilities towards human, manufactured, social and our other stakeholders, recognising the relationship, and natural capital. influence our key stakeholders have on sustainable value Creating AGM Annual General Meeting the Group as a sustainable business. All Group financial reporting complies with B-BBEE Broad-based black economic International Financial Reporting Standards, empowerment Forward-looking information the South African Companies Act and the CEO Chief Executive Officer This report contains forward-looking JSE Listings Requirements. CFO Chief Financial Officer statements regarding the Group’s COO Chief Operating Officer performance and prospects, which, unless The Board has disclosed the Group’s DRC Democratic Republic of Congo otherwise indicated, reflect our best application of the King lV Report on DSTI Deferred short-term incentive judgement and estimates at the time of Corporate Governance for South Africa, publication. Various factors can cause 2016, in the 2019 financial period. and value creation Good governance DTMC Domestic Treasury Management Company outcomes to differ from our forward-looking EBITDA Earnings before interest, statements, so readers are cautioned not to For further information on this income tax, depreciation rely unduly on them. The Group does not Integrated Annual Report, please contact and amortisation take responsibility for updating or revising Sarita van Wyk on +27 (0)21 980 4269. ESG Environmental, social and any forward-looking statements unless governance required by legislation or regulation. Reporting scope and boundary ESP Executive share plan The report covers the integrated FMCG Fast-moving consumer goods Overview of the Group’s performance of the Group’s operations for GDP Gross domestic product report Remuneration external reporting suite the period 2 July 2018 to 30 June 2019. HR Human resources For a full understanding of the Group, the IFRS International Financial Integrated Annual Report should be read The financial reporting boundary covers the Reporting Standards alongside the following reports, which results of the Group’s subsidiaries of which <IR> Integrated Reporting comprise the Group’s external reporting the following are the direct subsidiaries: IT Information and technology suite: K Shoprite Checkers (Pty) Ltd JSE Johannesburg Stock Exchange K Annual Financial Statements for 2019 K Shoprite International Ltd LTI Long-term incentive K Sustainability Report 2019 K Shoprite Investments Ltd ROIC Return on invested capital K Carbon Disclosure Project reports K Shoprite Insurance Company Ltd RSA Republic of South Africa summary Performance K Application of the King IV Code of K Shoprite DTMC (Pty) Ltd PwC PricewaterhouseCoopers Inc. Corporate Governance Principles SACCAWU South African Commercial, The report provides an overview of the Catering and Allied Workers All of these reports are Group’s operating environment in the Union available on our website at current reporting period, its approach to SAP Systems,
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