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GOVERNANCE > Board

BOARD OF
DIRECTORS

Meets a minimum of three times a year, but met four times in 2015/2016. It also convenes additional meetings as necessary. In addition, the CEO and CFO met with board members at least three times a year outside of the formal board meetings. Board packs are distributed prior to the meetings.

As at the reporting date, the board comprises seven non-executive directors, six of which are independent, and three executive directors. The chairman is an independent non-executive director.

The chairperson ensures the overall effectiveness of the board and its committees; that the board provides effective leadership, maintains ethical standards and is responsible, accountable, fair and transparent; and that strategies are developed and implemented with the objective of achieving sustainable economic, social and environmental performance.

To achieve this, he encourages constructive debate and discussion within the board through a culture of openness and constructive challenge. He makes himself available to shareholders for discussion on corporate governance matters and matters of concern.

Board members are accountable to shareholders and they owe a duty of care and diligence to the company. They act in the best interests of the company and its shareholders. To fulfil their role, board members participate in rigorous and constructive debate and discussion. The board is responsible for:

  • strategy, strategic decision-making and execution;
  • governing the company on behalf of its shareholders;
  • engaging with stakeholders;
  • Taste Holdings' approach to corporate citizenship, safety, health, the environment, ethics and risk;
  • its own governance, including the rotation of directors, training of directors, conflicts of interest and the appointment of directors;
  • monitoring and assessing Taste Holdings' reputation in the marketplace; and
  • establishing the framework within which capital is allocated.

NON-EXECUTIVE DIRECTORS

Taste Holdings - GRANT PATTISON

GRANT PATTISON

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Taste Holdings - GRANT PATTISON (45)

GRANT MICHAEL PATTISON (45)

BSc Eng Elec

Independent Non-executive Chairman
Chairman of the nominations committee
Chairman of the social, ethics and transformation committee
Member of the remuneration committee
Appointed: March 2014

Grant is currently CEO of Gpam (Pty) Ltd, a private equity and venture capital business. He also sits on the boards of various private companies. Prior to establishing Gpam (Pty) Ltd in October 2014, he was with South African retailer Massmart Holdings Limited for 17 years, the last seven of which as CEO, during which time he led the sale of a majority stake in the company to US-based WalMart Stores Inc.

Grant graduated from the University of Cape Town in 1992 with a first class BSc Honours degree in Heavy Current Electrical Engineering.

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Taste Holdings - ANTHONY BERMAN

ANTHONY BERMAN

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Taste Holdings - ANTHONY BERMAN (73)

ANTHONY (TONY) BERMAN (73)

CA(SA)

Independent Non-executive Director
Chairman of the Audit and Risk Committee
Appointed: April 2009

As a chartered accountant (SA), Tony practiced in Durban within the auditing profession his entire working life. Tony is also an FSB qualified Financial Planner having been (until 30 April 2015) a director of and substantial shareholder in a financial planning business operating in Durban, Stellenbosch, Johannesburg and Port Elizabeth. He served articles with G Hackner, Benn & Co, to which firm he returned after a few years on his own, remaining with them, now Grant Thornton, until 1 March 2009 when he retired as a partner. Tony was Managing Partner of the Durban office from 2003 for five years. Tony has had extensive experience in and consulting on taxation, mergers and acquisitions, trusts, estate planning, valuations, exchange control and corporate and general business. Tony's favoured involvement is, however, in real estate.

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Taste Holdings - KEVIN UTIAN

KEVIN MICHAEL UTIAN

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Taste Holdings - KEVIN UTIAN (46)

KEVIN MICHAEL UTIAN (47)

BCom, BAcc, CA(SA)

Independent Non-executive Director
Member of the remuneration and nominations committee
Appointed: September 2000

Kevin is the CEO of Coricraft Group (Pty) Limited, having taken up this position in April 2012. Prior to this he spent 16 years at Nando's formally as Managing Director of Nando's South Africa and thereafter as a director of the Nando's global group. Kevin is a chartered accountant by profession, and has been a board member from the inception of Scooters Pizza in 2000. Kevin's experience of the franchise model and exposure to international markets makes his contribution invaluable to the group.

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Taste Holdings - WESSEL VAN DER MERWE

WESSEL VAN DER MERWE

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Taste Holdings - ESSEL PETRUS VAN DER MERWE (46)

WESSEL PETRUS VAN DER MERWE (47)

CA(SA)

Independent Non-executive Director
Member of the audit and risk committee
Member of the remuneration and nominations committee
Appointed: November 2011

Before starting his own business in 1998, Wessel completed his articles in 1996 at Arthur Anderson and joined Gensec Investment Bank for a period of two years. He gained valuable experience in investment banking, deal structuring, private equity and underwriting. During 1998, he started a corporate finance business and built it into one of the biggest advisory businesses for small and medium companies. The business was ranked by dealmakers in the top 10 corporate advisory firms for more than five years. He was involved in more than 30 listings, various corporate finance transactions and private equity transactions. He participated actively in more than 22 boards as a Designated Adviser or sponsor over the last few years and gained valuable experience as an adviser to the various boards. He sold his business during 2008 to a black-owned financial services group where he headed up the corporate advisory business. Wessel is now actively involved as a non-executive member in five listed companies.

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Taste Holdings - HYLTON ROY RABINOWITZ

HYLTON ROY RABINOWITZ

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Taste Holdings - HYLTON ROY RABINOWITZ (66)

HYLTON ROY RABINOWITZ (67)

Non-executive Director
Appointed: August 2008

Hylton began his career in the jewellery industry when he first opened Hylton's Jewellers in 1983. The second store followed in the same year and the name changed to Natal Wholesale Jewellers. In 1988, Hylton went on to extend the brand when he purchased a share in one of the oldest jewellery manufacturers in Durban, Durban Manufacturing Jewellers, which supplied NWJ with the majority of its locally manufactured jewellery giving NWJ the ability to offer excellent quality jewellery at competitive prices. Hylton has played a significant role in influencing the jewellery industry in South Africa. Hylton retired in November 2011, but still serves as a non-executive director and is focused on sharing his immeasurable wealth and experience with the team.

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Taste Holdings - TYRONE MOODLEY

TYRONE MOODLEY

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Taste Holdings - TYRONE MOODLEY

TYRONE MOODLEY (30)

Bachelor of Commerce
Appointed: 10 October 2016

Tyrone is a co-founder and Chief Executive Officer of Midbrook Lane Proprietary Limited (“Midbrook”), a private investment company and is Senior Advisor to Protea Asset Management LLC, an investment advisor based in the United States. His career began at Sasfin Securities before leaving to start at Midbrook. Tyrone obtained a Bachelor of Commerce degree from the University of Johannesburg. He currently serves as a non-executive director of Conduit Capital Limited and enX Group Limited. He is also a non-executive director of Constantia Insurance Company Limited, Constantia Life & Health Limited and Constantia Life Limited.

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EXECUTIVE DIRECTORS

Taste Holdings - CARLO GONZAGA

CARLO GONZAGA

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Taste Holdings - CARLO GONZAGA (42)

CARLO FERDINANDO GONZAGA (42)

BSocSci,LLB

Chief Executive Officer
Chairman of the executive and investment committee
Appointed: March 2000

Carlo completed a postgraduate LLB degree at the University of Natal after which he and his father, Luigi, owned four franchised pizza outlets in the Durban region. In 1999, Carlo sold his interests and commenced the groundwork to create a new pizza delivery concept which became Scooters Pizza in September 2000. Since 2000, Carlo has headed up the team that saw the evaluation of Scooters Pizza to the Taste Holdings businesses of today. In 2014, Carlo was inducted into the FASA Hall of Fame for Taste’s contribution to franchising in South Africa. Carlo guides the strategic direction of the company, its growth strategy and human capital development. He also chairs the executive and investment committees. Carlo also serves on the board of Endeavor SA, a non-profit organisation that supports high-impact entrepreneurs globally.

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Taste Holdings - EVAN TSATSAROLAKIS

EVAN TSATSAROLAKIS

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Taste Holdings - EVAN TSATSAROLAKIS (41)

EVANGELOS (EVAN) TSATSAROLAKIS (41)

CA(SA)

Chief Financial Officer
Member of the executive and investment committee
Member of the social, ethics and transformation committee
Appointed: September 2009

Evan qualified as a chartered accountant in 2001 after completing his articles with PricewaterhouseCoopers. He left PwC and spent seven years with the JSE-listed Spur Group where he gained extensive experience within the food franchising industry having been exposed to the financial, operational and supply chain aspects of the business. He then served as Financial Director within a logistics group of companies. Evan joined Taste Holdings in April 2009 and was appointed to the board in September 2009 as Chief Financial Officer. Evan acts in a non-executive capacity to the management boards of the Food and Luxury Goods Divisions and is a member of the executive committee.

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Taste Holdings - DUNCAN CROSSON

DUNCAN CROSSON

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Taste Holdings - DUNCAN CROSSON (50)

DUNCAN JOHN CROSSON (50)

BCompt (Hons)

Chief Excecutive Officer – Luxury Goods Division
Member of the executive committee
Appointed: November 2000

Duncan obtained his BCompt (Hons) while serving articles with Morrison Murray in Durban. Duncan gained valuable experience in a manufacturing and distribution environment servicing the retail and fastmoving consumer goods industry. Duncan progressed to Chief Financial Officer and shareholder of the group of companies. Duncan joined Scooters Pizza in 2000 and has been a member of the board of directors of Scooters Pizza since 2001 and Taste Holdings Limited since inception. Duncan was appointed Chief Operating Officer of NWJ Fine Jewellery in September 2009 and subsequently, Chief Executive Officer in April 2010. Following the acquisition of Arthur Kaplan in December 2014, Duncan was appointed Chief Executive Officer of the Taste Holdings Luxury Goods Division. Duncan was appointed to the board of the Jewellery Council’s of South Africa in April 2011 and has served on the Jewellery Council’s executive committee from February 2012 to 2014. Duncan has been instrumental in the successful management and control of the significant growth of the group over the past 16 years. Duncan is a member of the executive committee and chairs the Luxury Goods Division management committee.

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