Nomination committee

report

The nomination committee is pleased to provide a report of their activities for the 2016 financial year.

NOMINATION COMMITTEE MANDATE

The committee is governed by a charter which sets out its mandate and key responsibilities, and reports are provided to the supervisory board on a quarterly basis.

DUTIES OF THE COMMITTEE

The key responsibilities of the committee are to ensure the following:

  • There is appropriate board composition by:
    • complying with the King Code of Governance for South Africa 2009 (King III) recommended mix of executive and non-executive directors;
    • complying with the King III recommended practice that the majority of non-executive directors are independent by:
      • ensuring that annual disclosures are completed by each director, and
      • reviewing the independence status of non-executive directors at least annually and ensuring that they are subjected to review by the whole board where required by King III;
    • ensuring that the individual directors possess the relevant skills and experience;
    • ensuring that collectively the board comprises directors with a mix of relevant skills and experience; and
    • ensuring that board diversity (age, gender and race) receives appropriate focus.
  • The board is supported by an appropriate committee structure and committees are chaired by suitably qualified non-executive directors.
  • The composition of the various subcommittees is in accordance with King III recommendations as far as practically possible.
  • The performance of the individual directors, committees and the board as a whole is evaluated from time to time.
  • A recommendation is made to the board in respect of directors who are due to retire by rotation.
  • There is a programme for director induction and a focus on continued education of non-executive directors.
  • Succession planning for the board and its subcommittees and for key senior executives is in place.
  • Talent development of senior executives is taking place and the committee remains abreast of all proposed senior staffing changes.

COMMITTEE COMPOSITION AND ATTENDANCE AT MEETINGS

At the year end, the committee comprised two independent non-executive directors and one non-executive director. In addition, the CEO attends meetings of this committee by invitation.

Meeting attendance

Name of member 4 May 2015 31 August 2015 8 March 2016
M Lewis (Chairman)
S E Abrahams
R Stein
A D Murray (by invitation)

The committee held three meetings during the 2016 financial year. The key issues which were considered by the committee during the current year included the following:

  • Appointment of a Chairman following Mr D M Nurek’s resignation on 19 June 2015
  • Recommendation that Mr R Stein remains on the board as a non-executive following his retirement in June 2015
  • Appointment of new CFO, Mr A E Thunström in July 2015
  • Following board changes this year, review and amendment of committee composition to ensure appropriate mix of skills
  • Oversight of board evaluation process with a key action being the recommended appointment of an additional director with international experience (completed with the appointment of Mr G H Davin in November 2015)
  • CEO and general succession

M Lewis

Chairman

29 June 2016