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Corporate governance

Ethical and effective leadership committed to trust, transparency, accountability and integrity.

  • 12 Board members
  • 5 Board committees
  • 6 Board meetings in F2025
  • 21 Committee meetings in F2025
Governance Framework

Ethical and effective leadership

Bidcorp's governance framework is founded on the principles of the King IV Report on Corporate Governance. The group complies with the JSE Listings Requirements and the Companies Act, No 71 of 2008, (as amended). The board sets the tone at the top, providing purpose-driven leadership while upholding the highest standards of integrity, accountability and transparency across all 31 countries in which the group operates.

Download governance report 2025

The board is supported by five committees that oversee specific areas of governance, each chaired by an independent non-executive director. The committees met on 21 occasions during F2025, providing structured, expert oversight across audit and risk, remuneration, acquisitions, nominations, and environmental, social and ethics matters.

The governance report, published separately from the annual integrated report, outlines a four-pillar framework covering board composition, key matters considered, ethics and conduct, and remuneration.

Board committees

Five committees, 21 meetings

Each committee is chaired by an independent non-executive director and reports to the full board. Bidcorp's 12-member board brings together deep expertise in foodservice, finance, governance and international markets.

  • Nominations Committee

    Chaired by Stephen Koseff

    Board refreshment, succession planning and director appointments.

    • Brian Joffe
    • Nigel Payne
    • Paul Baloyi
  • Remuneration Committee

    Chaired by Nigel Payne

    Executive remuneration policy, short and long term incentive outcomes.

    • Paul Baloyi
    • Clifford Rosenberg
  • Acquisitions Committee

    Chaired by Paul Baloyi

    Oversight of acquisition strategy, due diligence and post-acquisition integration.

    • Bernard Berson
    • David Cleasby
    • Brian Joffe
    • Nigel Payne
    • Clifford Rosenberg
  • Audit and Risk Committee

    Chaired by Helen Wiseman

    Financial reporting integrity, external audit oversight and risk management.

    • Tasneem Abdool-Samad
    • Paul Baloyi
    • Nigel Payne
    • Keneilwe Moloko
  • Social and Ethics Committee

    Chaired by Tasneem Abdool-Samad

    ESG performance, ethics, social impact and sustainability governance.

    • Nigel Payne
    • Bernard Berson
    • Helen Wiseman
    • Keneilwe Moloko
"We are a values-driven organisation, one that not only complies with the laws and regulations of whichever geography we are operating in, but that conducts itself ethically while striving to always be a good citizen."

Stephen Koseff, Chairman

F2025 Board Activity

How the board led the group

  • Approved F2024 yearend results and annual reporting suite
  • Approved F2025 half-year results
  • Approved interim and final shareholder distributions
  • Reviewed Q2 and Q4 capital markets trading updates
  • Undertook operational risk reviews and approved the 2025 risk-based internal audit plan
  • Reviewed ESG metrics managed across the group
  • Approved disposal of Pier 7, Germany
  • Conducted site visits to Brisbane (Australia) and Auckland (New Zealand)
  • Approved F2026 budget and strategy reviews
  • Reviewed executive short-term incentive (STI) and long-term incentive (LTI) outcomes