Saving our customers money so they can live better Our Integrated Annual Report for the year ended December 2016 Massmart, Africa’s second largest retail group, comprises four divisions operating 412 stores, across 13 sub-Saharan countries. Through our widely-recognised, differentiated retail and wholesale formats, we have leading shares in the General Merchandise, Liquor, Home Improvement and wholesale Food markets. Our key foundations of high-volume, low-cost and operational excellence enable our price leadership. Massmart Integrated Annual Report 2016 Contents Reducing our Chief Financial Divisional Remuneration environmental Engaging our Officer’s review reviews report impact stakeholders p39 – 49 p57 p71 p85 p91 Navigating our report In addition to the content that appears in this report, articles marked with this icon can be 01 02 03 04 05 found online. Visit our Integrated Our business Leadership Our performance Transparency and Shareholder Annual Report website at: at a glance review accountability information www.massmart.co.za/iar2016 Use this icon to refer to articles in this report 02 Performance highlights 27 A message from 37 Financial capital 103 Corporate Governance 111 Notice of Annual General 03 Approach to reporting our Chairman 57 Manufactured capital overview Meeting This icon 05 Our business 30 Our CEO’s letter to 67 Human capital 104 Our assessment of the 116 Form of proxy highlights definitions 07 Business model our stakeholders 85 Natural capital principles of King III 117 Notes to the form of proxy 09 Our Divisions 35 Our Board 89 Social and Relationship capital 105 Our Board 118 Definitions and formulas 11 Footprint 99 Intellectual capital 107 Our Board Committees 13 Operating environment Group Annual Financial 109 Board and Committee attendance 15 Material matters and risks Statements and notes www.massmart.co.za/ Detailed information on our 19 Strategic priorities iar2016/groupafs Board Committees 21 How we add value Company Annual Financial www.massmart.co.za/ 23 Stakeholder engagement Statements and notes iar2016/t&a 25 Shareholder analysis www.massmart.co.za/ Full assessment of the iar2016/companyafs application of King III Five year review www.massmart.co.za/ www.massmart.co.za/ iar2016/KingIII iar2016/5yearreview Massmart Integrated Annual Report 2016 02 Our performance highlights FINANCIAL CAPITAL HUMAN CAPITAL SOCIAL AND RELATIONSHIP CAPITAL Approximately There are currently 300 Massmart-sponsored 7.7% mobile kitchens in schools Total sales 13,000 across South Africa, 100 of which were supplied by the employees have registered for R91,250.0 million Walmart Foundation. Since Massmart’s truCARE low-cost 2015: R84,731.8 million inception an estimated medical care offering 15.5 % 151 million Operating profit meals before interest have been prepared by the R2,483.4 million local communities of these 2015: R2,150.4 million Saving our schools, making a positive customers impact on the education prospects of 200,000 01 money so they children each year 15.6 % can live better Our business Headline Earnings R1,293.3 million at a glance 2015: R1,118.8 million INTELLECTUAL CAPITAL Builders MANUFACTURED CAPITAL PERFORMANCE HIGHLIGHTS 02 Our Online APPROACH TO REPORTING 03 NATURAL CAPITAL OUR BUSINESS 05 collaboration is seen as a new sales channel BUSINESS MODEL 07 Massmart have installed solar where innovation opportunities OUR DIVISIONS 09 efforts energy plants capable of can be explored before being generation approximately sent to stores FOOTPRINT 11 contributed to reducing OPERATING ENVIRONMENT 13 our operating costs MATERIAL MATTERS AND RISKS 15 and improving working 2 million kWh capital management STRATEGIC PRIORITIES 19 of clean electricity HOW WE ADD VALUE 21 per year STAKEHOLDER ENGAGEMENT 23 SHAREHOLDER ANALYSIS 25 03 Our business at a glance Massmart Integrated Annual Report 2016 04 Our approach to reporting We are proud to present Massmart’s 2016 Integrated Board approval How to read our report Annual Report. This report covers the integrated financial The Massmart Board of Directors confirm that they have This report has been developed to explain how collectively assessed the content of this Integrated Annual Massmart creates value over time. To assist and non-financial performance of Massmart and its Report and accompanying statutory information, and stakeholders in making this assessment, this report subsidiaries for the 52 weeks ended December 2016. confirm it addresses all material issues and presents a has been designed in the following structure: balanced and fair account of the Group’s performance. On recommendation of the Audit Committee, which AN INTRODUCTION TO MASSMART has oversight for the integrity of the Integrated Annual EXPLAINING OUR BUSINESS; HOW WE Report and the audited consolidated Group Annual CREATE VALUE; AND REFLECTING ON OUR Financial Statements prepared for the 52 weeks ended OPERATING CONTEXT AND STRATEGIC 25 December 2016, the Board of Directors has therefore This Integrated Annual Report is our primary report to Materiality RESPONSE TO IT stakeholders and is aimed at addressing our stakeholders’ approved the Integrated Annual Report and the audited In accordance with the stated objectives of integrated information needs. It aims to demonstrate how the material consolidated Group Annual Financial Statements for OPENING CHAIRMAN AND CEO STATEMENTS matters in relation to our financial and non-financial reporting, the Massmart Integrated Annual Report focuses release to shareholders on 31 March 2017. They are signed on those matters that are material to Massmart’s ability performance, governance, risks and strategy lead to the on the Board’s behalf by: AN EVALUATION OF THE VALUE CREATED to create value over the short-, medium- and long-term. creation of value in the short-, medium- and long-term. ACROSS THE SIX CAPITALS While this report is primarily aimed at the providers of Material issues have been identified and reported with financial capital, it takes into account the information needs regard to the six capitals, namely: financial, manufactured, A REVIEW OF OUR GOVERNANCE of our diverse range of stakeholders including shareholders, human, natural, social and relationship, and intellectual. STRUCTURES customers, employees, suppliers and communities. Management’s interpretation of materiality, being those Kuseni Dlamini Guy Hayward transactions, balances and information that are significant Chairman Chief Executive Officer in terms of Rand value, the Group’s risk profile or the Scope of the report Group’s strategic intent, such that Management believe Highlighting our values The scope of the Massmart Integrated Annual Report omission of disclosure thereof would influence the Group’s Forward looking statements The structure of the report is centred around the includes the Group’s four Divisions and key functions. With stakeholders’ decisions, has been applied in determining The Massmart Integrated Annual Report includes forward six capitals as a holistic framework against which respect to comparability, all significant items are reported the financial and non-financial content and disclosure in looking statements which relate to the possible future to measure value created. As part of this value in a manner consistent with the previous financial year, with this Report. financial position and results of the Group’s operations. creation story, we have also highlighted initiatives no material restatements. These statements by their nature involve known and applicable to our values as these guide the way we The report has been prepared in accordance with the unknown risks, uncertainties and other important factors Combined assurance work. Our values are marked by the following icons: framework principles set out in the Integrated Reporting that could cause the actual results, performance or Framework of the International Integrated Reporting Massmart applies a combined assurance model, introduced achievements of the Group to be materially different from ETHICAL AND RESPECTFUL Council (IIRC). Other reporting frameworks applied where by King III, which seeks to optimise the assurance obtained the future results, performance or achievements expressed Good business at the centre appropriate include: from Management and internal and external assurance or implied by such forward looking statements, as they of everything we do • The King Code of Governance Principles (King III); providers. The Group’s Risk Committee monitors all the relate to events and depend on circumstances that may or • JSE Listing Requirements; significant risks facing the Group and with the help of may not occur in the future. RESPONSIBLE • International Financial Reporting Standards (IFRS), Management, provides the Massmart Board of Directors Factors that could cause actual results to differ materially Thoughtful choices for relevant to financial information provided in the with assurance that it has implemented and monitored the from those in forward looking statements include, but are a better future summary financial results and the Chief Financial Group’s risk management plan, and that it is integrated into not limited to, global and national economic and market Officer review; day-to-day activities. They are also responsible for monitoring conditions, competitive conditions, the cyclical nature EXCELLENCE • The Companies Act of South Africa, No. 71 of 2008 and implementing the necessary internal controls. of the retail sector, consumer and trade credit and the Smart ideas that inspire