Is Spar’s deputy chair the most overworked director in town?

In corporate circles, Shirley Zinn is a household name, with one of the most impressive CVs in the business.

A former executive at blue-blood companies including Woolworths, Standard Bank and Nedbank, her extensive experience extends to at least 15 entities – including non-profits like the World Wide Fund for Nature (WWF), trusts and advisory bodies.

Almost all are non-executive roles, though they do include a significant number of chair positions. And she still appears to hold two executive consulting positions.

It’s a daunting level of commitment which, as far as Currency could establish, is almost unmatched in the South African business world.

To some, it would scream “overboarded”, but as one legal expert tells Currency, there’s nothing in the Companies Act that explicitly restricts the number of boards anyone can serve on.

But, he adds, the act does state that a director is obliged to act with due care and diligence, implying that to do so in the complex, regulation-riddled 21^st century would inherently limit the numbers of boards one’s on. “You’re expected to play the role of a watchdog, which means you must know the business well.”

Years ago, before the King governance code, it wasn’t unusual for someone to hold up to 15 directorships – but most of them tended to be subsidiaries of some or other holding company.

Zinn’s exposure is different – it is spread across unrelated businesses in a variety of industries. If there is a common thread, it is that she tends to focus on human resources. She is frequently on a company’s nominations committee, remuneration committee or the ethics committee.

So, how do we decide what is the right number – or even if there is a right number?

In a guidance note years ago, the Institute of Directors (IoD) recommended between three and five boards, though it didn’t lay down the law. This is a range that most non-executives whom Currency spoke to seem to agree with.

“Five JSE-listed entities would be way too many,” one director tells Currency. “There are screeds of regulations which directors have to be familiar with; even unlisted entities are increasingly under the regulatory whip.”

And that’s before you consider the board packs, some 500-page tomes, that directors must be familiar with ahead of any meetings.

The IoD’s report urged caution. The role has become more complex, it said: it is not just about attending board and committee meetings – there is also preparation time to read the documents, attend director training and strategy sessions, provide ad hoc input to management, and stay abreast of trends.

“One individual with many other commitments might be overloaded with one or two board positions, but a full-time non-executive director with lots of spare time might easily deliver value to more boards,” it said.

One full-time non-executive director tells Currency that she works at full-stretch to serve the five boards she sits on, three of which are listed. Some roles are also more demanding: the IoD said chairing the board or a committee is more onerous than just being a member. And inevitably the more regulated an industry – such as insurance – the more demanding the directorship is likely to be.

Of course, if a company is going through a crisis – think grocery retailer and wholesaler Spar – there are certain to be more pressure on directors, more ad hoc meetings and more urgent reports to be read.

The King V Code, which came into effect this year, also avoids prescribing a number and says if a director has five seats but maintains 100% attendance and high performance, there’s no problem. But the latest code does oblige boards to explain publicly how they verified the director’s capacity.

Time, energy and capacity

Unsurprisingly Zinn sees no problem with her extensive range of commitments and appears to take it all in her stride.

“I have time, energy and capacity to diligently and effectively serve my boards and execute my board duties,” she tells Currency.

She says she has no executive roles either. “Shirley Zinn Consulting, of which I am the sole proprietor, is currently not providing any services given my board commitments.”

Zinn’s statement that she has no executive roles appears at odds with the website of Tuesday Consulting – an executive search and advisory firm – where she is described as one of its three-member leadership team, and a shareholder.

Her highest-profile board gigs, and the ones that carry greatest responsibility as they come with legally grounded fiduciary duties, are as a director on the boards of three JSE-listed companies: Sanlam, Spar Group and Spur Corporation. At Sanlam, she chairs the human resources and remuneration committee.

She is also on the board of MTN South Africa, the South African division of the listed MTN Group.

At Spar, Zinn is the deputy chair, but she also chairs the remuneration committee, and is a member of the nomination and the social, ethics and sustainability committees. She was appointed to the Spar board two months after Mike Bosman was appointed as chair of the company in December 2022, amid a deepening scandal.

Zinn was appointed to the Spur board in 2019 not long after Bosman took over as chair in 2018. At the restaurant group, she is the lead independent director, chairs the nominations and remuneration committee, and is a member of the social, ethics and environmental sustainability committee.

But Zinn tells Currency that her board evaluations “have shown my consistent commitment and dedication to these boards”.

And it also seems the vast majority of shareholders are happy.

At December’s Spur AGM, Zinn was re-elected to the board by 100% of the shareholders; at Spar she was reappointed by 97.55% at the 2025 AGM; and by 97.87% of Sanlam shareholders.

These are pretty high levels of support – though it must be said, this is pretty common practice unless there’s some controversy around a specific director.

Zinn’s other directorships include the Boston Consulting Group SA, WWF South Africa, Empowerment Capital Investment Partners and Business Engage. She chairs the V&A Waterfront and Wesgro, the agency for promoting trade in the Western Cape.

All of these are substantial organisations and must require considerable work. But Zinn assures Currency that she executes her duties on these boards “with exceptional care and diligence”.

In addition, she is involved with a number of trusts and foundations – the Nedbank Eyethu Community Trust, the Roland Greaver Leadership Foundation and the Make a Difference Foundation. Zinn says her role here is about “giving back on a pro bono basis” in the hope of making a “positive difference”.

Mute shareholders

But there’s another issue. And it revolves around potential conflict of interest. You see, Spar is a client of Tuesday Consulting (and it appears that Spur is also).

Is it then appropriate for Zinn to be tagged as an “independent non-executive director” in Spar’s communications to shareholders?

Especially since, as Spar’s deputy chair, the chair of its remuneration committee and a member of the nomination committee, these are roles which might rub up against the retailer’s engagement with Tuesday Consulting.

In response to Currency, Zinn provided a statement from Spar. The company says it is aware of Zinn’s involvement with Tuesday Consulting and that her personal financial interests were formally declared to the board upon appointment and are updated annually.

“These disclosures were reviewed by the nomination committee and form part of Spar’s established governance framework,” it says. (Presumably Zinn, who is a member of the nomination committee, recused herself from the review.)

Spar tells Currency that, from time to time, it uses Tuesday Consulting for certain recruitment processes, but Zinn recuses herself from any such discussions or decisions.

While Zinn’s involvement with Tuesday Consulting is not disclosed in any of Spar’s annual reports or on its website, Spar’s board says this is not unusual.

“Board biographies are typically provided by the directors and are intended to highlight key roles as prescribed, rather than provide an exhaustive list of all interests, particularly where individuals hold positions across various organisations, some of which might not be material, comparatively, in their portfolios,” explains Spar.

But, as the company law expert tells Currency, “these days there’s not much that can be considered immaterial when it comes to considering directorships”.

You’d expect Spar’s shareholders to at least have considered this, but it’s unclear if they have. When Currency asked Spar’s largest shareholders, the response was distinctly underwhelming.

The Public Investment Corporation did not respond to two requests, while Coronation and Allan Gray refused to comment on the matter.

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_{Top image: Spar group/Rawpixel/Currency collage.}