Michael Lewis ousted as TFG chair

Chair of TFG Limited, Michael Lewis, will step down from the board at the end of December, ending an 11-year run in the role. He has been a director of the retailer for almost 38 years. While the official line is that Lewis will “retire as a director and chair of the board”, Moneyweb understands that mounting shareholder discontent has forced the change. It is highly unusual for a chair of a JSE-listed company to depart before an AGM.

TFG has been under fire for around 15 months following a bullish capital markets day in August 2025, which was not matched by subsequent trading updates (one a few days later and a shocker in October). The share price remains 39% lower year-to-date, masked by a strong rally across the board on Thursday, which saw it close up 4.4%. It also drew scrutiny over borrowing R1 billion to buy back shares in September and October 2025 at an average price of R105.87 a share. The share price has roughly halved since then.

TFG share price 

Lewis’s departure means the group will not have family representation on the board for the first time since his father, Stanley Lewis, acquired a majority shareholding in Foschini in 1958. Stanley Lewis resigned from the board in 1999, with his son taking over from David Nurek in 2015. Lewis holds just under 1.5 million shares in TFG, about half the number held by both the CEO and CFO.

Shareholders last voted on Lewis’s reappointment as a director at its 2025 AGM. At the time, 88.99% of those who voted favoured the resolution, with 11.01% opposing it. The Public Investment Corporation (PIC) is the largest shareholder in TFG, with a 15.3% stake (as at 31 March 2026). Its proxy voting record for 2025 is not available. Still, in 2024 it opposed resolutions related to the appointment of audit committee members, as well as non-binding votes on the remuneration policy and its implementation.

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M&G Investments holds 11.6% of TFG, with Ninety One and Camissa Asset Management holding 7.2% and 5.8%, respectively. In 2025, M&G voted in favour of Lewis’s reappointment, but against the appointment of Boitumelo Makgabo-Fiskerstrand as a member of the audit committee, the two remuneration resolutions, and a special resolution for directors to issue authorised but unissued shares for cash.

Moneyweb understands that at least one of these shareholders was instrumental in rounding up additional support from others (the PIC is hardly known as an activist investor) to push for Lewis to step down.

Three new independent directors have been appointed to the board as of 7 November, including the new chair, Alexandra Watson (who will take over from 1 January), as well as activist shareholder Craig Butters.

Butters worked at M&G between 2010 and 2019, suggesting that M&G may have been the main driver behind this change.

Watson is the chair of Advtech and previously served on the board of Coronation Fund Managers for 17 years. TFG says Butters has more than 25 years’ experience in equity research and portfolio management, including M&G (then Prudential Investment Managers) and Brait Specialised Funds. The third director to be appointed is Thabiso Madiba, chair of the Sasol Khanyisa board.

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At its 2026 AGM, TFG faced strong opposition to the re-election of its lead independent director, Graham Davin, to the board’s audit committee. He was re-elected but with only 52.07% of the votes cast in favour. This was seen as a clear signal to the independent, who has been on the board for over a decade. A further four resolutions (Makgabo-Fiskerstrand’s election as a member of the social and ethics committee, the two remuneration ones and general authority to buy back shares received votes against of between 27% and 35%).

TFG began overhauling its board in 2023, revising the classification of directors’ independence. Two additional independent non-executives were appointed in 2025. Ronnie Stein stepped down at the 2026 AGM after 30 years with the group (16 as CFO and 11 as a non-exec), while David Friedland retired after 13 years on the board. In the 2026 annual report, Lewis wrote that “it is hard to imagine the TFG board without Ronnie and David”.

In his annual messages of appreciation, which conclude his letter, he said the following: “To our shareholders, who have endured a very difficult year alongside us: thank you for your forbearance. Restoring the returns you rightly expect of TFG is the clear priority of this board, and we are determined to deliver it”.

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