Changes To The Board Of Directors Of STAR
Steinhoff Africa Retail Limited
(Previously K2017221869 (South Africa) Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: SRR
(“STAR” or the “Company”)
CHANGES TO THE BOARD OF DIRECTORS OF STAR
In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, the board of
directors of the Company (“the Board”) wishes to advise of the following changes to the Board:
1) Appointment of Mr Mark Harris (“Mark”) as an independent non-executive director
with effect from 30 July 2018. Mark will also serve on the Board`s remuneration
Mark has led and transformed organisations of varying sizes through his leadership. The
strategic competencies Mark offers are invaluable to any organisation aiming to
achieve objectives of growth and innovation in an increasingly competitive
environment. Mark brings a broad range of business competencies including strategy,
mergers and acquisitions, innovation, technology and digitisation which is crucial in the
modern digital revolution. His experience spans over 35 years and across a large
number of industries and geographies including Africa, North America, Europe and the
Middle East as an IBM Vice President. Mark has served on a number of boards of
directors in South Africa and internationally and was the president of the American
Chamber of Commerce and chairperson of a number of NGOs.
2) Ms Heather Sonn (“Heather”) tendered her resignation from the Board with effect from
30 July 2018 in order to focus her efforts on her position as chairperson of the supervisory
board of Steinhoff International Holdings N.V. (“Steinhoff NV”). The Board would like to
thank Heather for her contribution in assisting the Company through a challenging
3) Appointment of Mr Philip Dieperink (“Philip”) as a non-executive director with effect
from 30 July 2018 to replace Heather.
Philip earned his honours degree in accountancy at the University of Pretoria. He joined
Deloitte & Touche (“Deloitte”) in 1980, where he qualified as a chartered accountant
in 1981. He transferred to the tax division, specialising in corporate and international tax
planning, and became a tax partner in 1987. After leaving Deloitte, he joined Unitrans
Limited (“Unitrans”) as chief financial officer and helped to develop the strategic
direction and growth of the Unitrans group over 10 years, until 2007, when Unitrans was
purchased by the Steinhoff group. He holds several other appointments within the
Steinhoff group of companies and currently serves on the boards of directors of
Steinhoff Asia Pacific Limited and Cofel. In September 2007, he relocated to the United
Kingdom to assume the position of chief financial officer of Steinhoff UK Holdings
Limited. Philip was appointed as chief financial officer and member of the
management board of Steinhoff NV on 20 April 2018.
4) In accordance with the Company`s standard practices, non-executive directors who
are categorised as independent, underwent an external evaluation of their
independence and it was concluded that Jayendra Naidoo should be classified as a
5) The Board has established a social and ethics committee as required by the
Companies Act no 71 of 2008. This requirement was previously fulfilled by the Steinhoff
Investment Holdings Limited Governance and Sustainability Committee. Ms.
Fagmeedah Petersen-Cook has been appointed as the chairperson of the Company`s
social and ethics committee and Mr Leon Lourens has been appointed as a member
of the social and ethics committee.
The Board believes that it represents an excellent, diversified set of skills. The recent additions
to the Board boost the set of skills required to ensure that the Board is equipped to deal with
the challenges it faces in a difficult economic environment, and as it implements the strategy
of the business in order to grow and expand. The independence of the Board is strengthened
by the designation of Mr Johann Cilliers as lead independent non-executive director, as
announced on 29 May 2018.
31 July 2018
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