Boxer Retail Limited is steadfast in its commitment to the highest standards of ethics, transparency, and corporate governance. As a newly listed entity, we have implemented comprehensive governance frameworks that align with our growth ambitions, promoting sustainable and profitable value creation for all stakeholders. The Board holds ultimate accountability for the Group’s performance, ethical leadership, and commitment to good corporate citizenship. Supported by an experienced executive leadership team and specialised committees, the Board ensures that the Group operates transparently, responsibly, and equitably.
The governance structure includes the following Board Committees:
Each committee operates within clearly defined mandates, reporting to the Board as outlined in the Corporate Governance Charter and their Terms of Reference.
The Group adheres to the four outcomes of the King IV Code:
Our governance framework emphasises:
Boxer’s governance framework is designed to foster ethical leadership and operational resilience. As we continue to grow, our governance practices will evolve to uphold good corporate citizenship and ensure long-term sustainability. By prioritising transparency, accountability, and strategic oversight, we aim to deliver enduring value to our shareholders and stakeholders alike.
The Boxer Board is dedicated to providing ethical and effective leadership, ensuring the Group operates with transparency, accountability, and responsibility. With a diverse mix of skills, experience, and perspectives, the Board oversees the Group’s strategy, performance, and governance practices to create sustainable value for all stakeholders.
Committed to adhering to the highest standards of corporate governance, the Board ensures compliance with regulatory requirements, including the King IV Code and JSE Listings Requirements. It is supported by specialized committees that enhance decision-making and oversight across key areas of governance, risk management, and performance. Together, the Board and its committees guide Boxer’s growth and uphold its principles of good corporate citizenship.
| Chairperson: | Cindy (Hess) Robertson |
| Members: | Jesmane Boggenpoel |
| Leon Lourens |
The Audit, Risk and Compliance Committee (ARCC) plays a critical role in ensuring the integrity and transparency of Boxer’s financial and operational frameworks. The Committee provides independent oversight of the Group’s financial reporting, risk management and assurance processes, ensuring robust controls and compliance with regulatory requirements.
As a statutory Board committee, the ARCC is dedicated to fostering ethical leadership, effective risk governance and sound decision-making across the Group. It supports the Board in safeguarding assets, maintaining effective internal controls and ensuring accurate financial and integrated reporting.
Guided by the principles of King IV, the ARCC ensures Boxer upholds its commitment to ethical and effective governance, fostering trust and confidence among stakeholders. Meeting at least four times a year, the Committee proactively evaluates risks, audit outcomes and compliance measures to safeguard Boxer's long-term sustainability and value creation. By maintaining high standards of oversight and accountability, the ARCC supports Boxer’s mission to operate transparently and responsibly, ensuring confidence in the Group’s leadership and operations.
| Chairperson: | Jesmane Boggenpoel |
| Members: | Chichi Maponya |
| Dineo Molefe |
The Social, Ethics and Transformation Committee (SETC) is at the heart of Boxer's commitment to responsible corporate citizenship. This committee oversees the Group’s efforts to foster ethical business practices, promote sustainability, and build meaningful stakeholder relationships while driving transformation and inclusivity.
The SETC ensures that Boxer operates as a socially responsible organisation by monitoring its impact on the environment, workplace and communities it serves. The committee supports the Board in upholding the highest standards of ethics, sustainability, and equality, guided by legislative requirements and best practices such as the King IV Code.
Through its work, the SETC helps ensure Boxer remains a trusted, ethical, and inclusive retailer. By embedding sustainability, social development, and transformation into its operations, the committee contributes to Boxer's long-term value creation and positive societal impact.
| Chairperson: | Leon Lourens |
| Members: | Cindy (Hess) Robertson |
| Sean Summers |
The Remuneration Committee (RemCom) ensures that Boxer’s approach to employee remuneration aligns with its strategic goals, ethical values, and commitment to fairness. By fostering a transparent and responsible remuneration framework, the committee promotes sustainable performance, attracts top talent, and motivates employees to drive the Group’s long-term success.
RemCom takes an inclusive approach to remuneration, ensuring policies are fair and equitable across all levels of the organisation. The committee also oversees talent management strategies to attract, retain and reward individuals who are critical to achieving Boxer’s strategic objectives.
By aligning remuneration with strategic priorities, the Remuneration Committee ensures Boxer continues to build a high-performing team while remaining committed to ethical and responsible governance.
| Chairperson: | Chichi Maponya |
| Members: | Jesmane Boggenpoel |
| Cindy Hess | |
| Leon Lourens |
The Nominations and Corporate Governance Committee (NomGov) is committed to ensuring strong, effective leadership at Boxer through the careful selection, evaluation, and succession planning of Board members and senior leaders. By promoting diversity, transparency, and best governance practices, NomGov helps shape the foundation for Boxer's long-term success.
NomGov oversees the nomination and appointment of directors and committee members, ensuring a transparent and rigorous process. The committee actively supports Boxer's commitment to diversity, equity, and inclusion by prioritising a wide range of skills, perspectives, and backgrounds that align with the Group’s strategic vision.
NomGov ensures Boxer’s governance framework is forward-looking, responsive, and capable of supporting the Group’s evolving needs. Through its work, the committee enhances stakeholder confidence and reinforces Boxer's reputation as a responsible corporate citizen.
PO Box 370
Westville
KwaZulu-Natal
3630
companysecretary@boxer.co.za