Wrap Text
Changes to the Board and Board Committees
THE FOSCHINI GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1937/009504/06)
JSE / A2X share code: TFG
Ordinary share code: TFG
ISIN: ZAE000148466
Preference share code: TFGP
ISIN: ZAE000148516
("TFG" or "the Company" or "the Group")
CHANGES TO THE BOARD AND BOARD COMMITTEES
In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, the Board of Directors of the Company (the
'Board') wishes to advise shareholders of the following changes to the Board and Board Committees as noted below.
These changes are the outcome of the Nomination Committee and Board's continuous review of board composition,
succession planning and board renewal and aims to align the Company with evolving corporate governance requirements
and best practices. Due consideration has also been given to the Board's independence policy – introduced in 2023
progressively over a three-year glide path – such that after this three-year period, a non-executive director with tenure of
more than 12 years will no longer be categorised as independent. This policy will be fully implemented by the end of the
2026 calendar year.
These and future Board changes will continue to have as their objective the maintenance of the appropriate balance of
knowledge, skills, experience, diversity and independence in respect of the composition of the Board and its Committees.
1. Change to the Board – Appointment of independent Non-executive Directors
The Board is pleased to announce the appointments of Mr Gcina Zondi and Ms Bridgitte Backman as independent
non-executive directors of the Company with effect from 12 June 2025 and 1 September 2025, respectively.
Gcina will serve as a member and Chairperson of the Risk Committee and a member of the Social and Ethics
Committee, and Bridgitte will serve as a member of the Social and Ethics Committee.
Gcina is the founding Chief Executive and shareholder of Imbewu Capital Partners. He is a qualified General
Accountant and is an associate of the South African Institute of Chartered Accountants. He has more than 25
years' experience in the private equity industry, of which six years were spent with Nedbank Capital Private Equity
as a Private Equity Manager. Gcina currently serves as a non-executive director on the boards of Isegen South
Africa (Pty) Ltd, Container Conversions (Pty) Ltd, Icon Construction (Pty) Ltd, NPC InterCement (Pty) Ltd, RCL Foods
Limited and Hulamin Limited.
Bridgitte is a seasoned business leader who has extensive expertise across a range of industries and functions
including FMCG, Energy (Oil and Gas), Development Finance, Innovation, Sustainability, Corporate Services, Supply
Chain, Human Resources, Public Policy, Governance, Risk, Compliance, and Corporate Affairs.
Bridgitte holds a BSc (Chemistry) from the University of Cape Town and an MBA from the Rotterdam School of
Management, Netherlands including an exchange semester at the Haas Business School, University of California,
Berkeley, USA. She is currently serving as a Deputy Commissioner at SARS, responsible for Corporate and
Enterprise Services, with her tenure ending 31 August 2025. She has served as a board member of the UN Global
Compact, South Africa. She is a Senior Associate of the University of Cambridge Institute of Sustainability
Leadership, as well as a Visiting Fellow at the Saïd Business School, University of Oxford.
The appointment of Gcina and Bridgitte will strengthen the Board's skills and independence. The Board looks
forward to welcoming both Gcina and Bridgitte to the Group and to their contributions to the Board.
2. Changes to the classification of directors
The following directors, previously classified as Independent Non-executive Directors, are now classified as Non-
executive Directors of the Company, with effect from 12 June 2025, based on their tenure being longer than 12
years. This follows the Board's annual review of the classification of directors and with due consideration for the
Board's independence policy as referenced above:
- Mr Michael Lewis
- Mr Ronnie Stein
- Mr Eddy Oblowitz
Accordingly, as at 12 June 2025 the Board will be comprised as follows:
- Mr Michael Lewis (Chairperson, Non-executive Director)
- Mr C Coleman (Independent Non-executive Director)
- Mr Graham Davin (Lead Independent Non-executive Director)
- Mr D Friedland (Independent Non-executive Director)
- Ms Boitumelo Makgabo-Fiskerstrand (Independent Non-executive Director)
- Mr Doug Murray (Non-executive Director)
- Mr Eddy Oblowitz (Non-executive Director)
- Mr Jan Potgieter (Independent Non-executive Director)
- Mr Nkululeko Sowazi (Independent Non-executive Director)
- Mr Ronnie Stein (Non-executive Director)
- Mr Gcina Zondi (Independent Non-executive Director)
- Mr Anthony Thunström (Chief Executive Officer, Executive Director)
- Mr Ralph Buddle (Chief Financial Officer, Executive Director)
3. Change to the Board – Retirement of Non-executive Director
Mr Doug Murray, a non-executive director of the Company, who was due to retire by rotation at the Company's
annual general meeting on 4 September 2025, has indicated that he will not offer himself for re-election. He will
therefore be retiring from the Board with effect from 4 September 2025, following the conclusion of the
Company's annual general meeting. He will also step down as a member of the Risk Committee and as a director
of the Group's UK and Australian subsidiaries' boards and committees. Doug has served as a non-executive
director for 6 years and the Board would like to thank him for his valuable contributions over this period.
4. Changes to the Audit Committee:
With effect from 12 June 2025, Mr Jan Potgieter has been appointed as the Chairperson of the Audit Committee,
replacing Mr Eddy Oblowitz who will be stepping down as Chairperson and Member of the Committee.
Accordingly, as at 12 June 2025 the Audit Committee will be comprised as follows:
- Mr Jan Potgieter (Chairperson of the Committee, Independent Non-executive Director)
- Mr Graham Davin (Independent Non-executive Director)
- Mr David Friedland (Independent Non-executive Director)
- Ms Boitumelo Makgabo-Fiskerstrand (Independent Non-executive Director)
5. Changes to the Risk Committee:
With effect from 12 June 2025, Mr Gcina Zondi has been appointed as a Member and Chairperson of the Risk
Committee, replacing Mr Ronnie Stein who will be stepping down as Chairperson and Member of the Committee.
Accordingly, as at 12 June 2025 the Risk Committee will be comprised as follows:
- Mr Gcina Zondi (Chairperson of the Committee, Independent Non-executive Director)
- Mr David Friedland (Independent Non-executive Director)
- Ms Boitumelo Makgabo-Fiskerstrand (Independent Non-executive Director)
- Mr Doug Murray (Non-executive Director)
- Mr Eddy Oblowitz (Non-executive Director)
- Mr Jan Potgieter (Independent Non-executive Director)
- Mr Anthony Thunström (Chief Executive Officer, Executive Director)
- Mr Ralph Buddle (Chief Financial Officer, Executive Director)
6. Changes to the Social and Ethics Committee:
The following changes have been made:
- With effect from 12 June 2025, Mr Gcina Zondi has been appointed as a Member of the Social and Ethics
Committee, replacing Mr Michael Lewis who will be stepping down as a Member of the Committee.
- With effect from 1 September 2025, Ms Bridgitte Backman has been appointed as a Member of the Social and
Ethics Committee.
Accordingly, as at 12 June 2025 the Social and Ethics Committee will be comprised as follows:
- Ms Boitumelo Makgabo-Fiskerstrand (Chairperson of the Committee, Independent Non-executive Director)
- Mr Gcina Zondi (Independent Non-executive Director)
- Mr Anthony Thunström (Chief Executive Officer, Executive Director)
7. Changes to the Remuneration Committee:
The following changes have been made with effect from 12 June 2025:
- Mr Nkululeko Sowazi has been appointed as a Member and Chairperson of the Remuneration Committee,
replacing Mr Eddy Oblowitz who will be stepping down as Chairperson and Member of the Committee.
- Mr Colin Coleman has been appointed as a Member of the Remuneration Committee, replacing Mr David
Friedland who will be stepping down as a Member of the Committee.
Accordingly, as at 12 June 2025 the Remuneration Committee will be comprised as follows:
- Mr Nkululeko Sowazi (Chairperson of the Committee, Independent Non-executive Director)
- Mr Colin Coleman (Independent Non-executive Director)
- Mr Michael Lewis (Non-executive Director)
8. Changes to the Nomination Committee:
The following changes have been made with effect from 12 June 2025:
- Mr Graham Davin has been appointed as the Chairperson of the Nomination Committee, replacing Mr Michael
Lewis who will be stepping down as Chairperson of the Committee. Mr Lewis remains a Member of
the Nomination Committee.
- Mr Nkululeko Sowazi has been appointed as a Member of the Nomination Committee replacing Mr Ronnie
Stein who will be stepping down as a Member of the Committee.
Accordingly, as at 12 June 2025 the Nomination Committee will be comprised as follows:
- Mr Graham Davin (Chairperson of the Committee, Independent Non-executive Director)
- Mr Michael Lewis (Chairman of the Board, Non-executive Director)
- Mr Nkululeko Sowazi (Independent Non-executive Director)
Cape Town
12 June 2025
JSE Sponsor:
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 12-06-2025 07:15:00
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