Governance and Sustainability

Nomination committee

Mandate and terms of reference





The nomination committee (“the committee”) is constituted as a committee of the board of directors of Sun International Limited (“the Company”). The duties and responsibilities of the members of the committee are in addition to those as members of the board.


The deliberations of the committee do not reduce the individual and collective responsibilities of board members in regard to their fiduciary duties and responsibilities, and they must continue to exercise due care and judgement in accordance with their statutory obligations.


These terms of reference are subject to the provisions of the Companies Act, the Company’s Memorandum of Incorporation (“MOI”) and any other applicable law or regulatory provision.




The purpose of the committee is to:


regularly review the composition of the board and committees of the board, and if necessary make recommendations to the board on its composition, the appointment of new executive and non-executive directors and the composition of the board committees in order for the board and the committees to execute its duties effectively;


ensure consideration is given to succession plans for the board and board committees;


ensure that the performance by the Chairman of the board and the Lead Independent Director (“LID”), if one is so appointed, is assessed on an annual basis;


conduct annual evaluations of the board, board committees and individual director’s performance;


ensure that induction and ongoing training and development of directors take place; and


ensure that a LID is appointed in the event that the Chairman of the board is not considered as an independent non-executive director.


Composition of the Committee



The Chairman of the committee (“the committee Chairman”) (who should preferably be an independent non-executive director) and members of the committee shall be appointed by the board and shall comprise only non-executive directors, the majority of whom shall be independent.


The committee shall consist of no less than three members, one of whom shall be the Chairman of the board, and the LID, if one is appointed.


The Chief Executive shall attend all meetings by invitation, unless deemed inappropriate by the committee.


The Secretary of the Company shall be secretary to the committee.


No director should be present when his/her own nomination or performance is discussed.


The members of the committee as a whole must have sufficient qualifications and experience to fulfil their duties.





The quorum for a meeting shall be a majority of the members, present throughout the meeting.


Decisions of the committee shall be carried by vote of the majority of members present at meetings.





The board shall have the power at all times to alter the size of the committee, or to remove any members from the committee and to fill any vacancies created by such removal, and shall review the composition of the committee annually, as soon as practicable after the annual general meeting.


Reporting Responsibilities



The committee reports to the board through its committee Chairman who shall report at each board meeting on matters relating to the committee in accordance with these terms of reference.


The committee Chairman shall also be available to discuss any matters of a sensitive nature arising from the meetings of the committee with directors who are not members of the committee on request.


The LID shall lead and introduce discussion at board and committee meetings regarding the performance and evaluation of the board Chairman.


The names of the members of the committee, the number of formal meetings held and attendance by each member during the financial year shall be published in the Group’s Integrated Annual Report.


The committee Chairman or, in his/her absence, the LID (if any) or another member of the committee shall be available to answer questions at the Company’s annual general meeting on the subject matter of the committee’s mandate.





The committee acts in terms of the delegated authority of the board as recorded in these terms of reference.


The committee shall have the authority to:



access any information it needs to fulfil its responsibilities;



seek independent advice at the Company’s expense in terms of the Company’s Professional Advice Policy;



investigate matters within its mandate; and



consult with the Chief Executive and other Group executives;


This mandate shall be reviewed by the committee on an annual basis and any proposed amendments to the mandate shall be recommended to the board for their consideration and approval.





The committee must hold sufficient scheduled meetings to discharge all its duties as set out in these terms of reference and a minimum of two scheduled meetings shall be held a year.


Informal consultation shall occur as and when required.


Papers for consideration by the committee shall be submitted, in the normal course, at least five days before a meeting to enable members the time for study and, if required, prior informal discussion.


Minutes of the meetings of the committee shall be circulated by the secretary to the committee. Minutes will also be circulated to the other directors who are not members of the committee.


The committee shall establish an annual meeting plan for each year to ensure that all relevant matters are covered by the agendas of the meetings planned for the year.


Terms of Reference



The committee shall annually, or at such time intervals as may be instructed by the board from time to time:



evaluate the performance of the board Chairman in terms of his/her role and function, and report on the outcome of the evaluation to the board and the remuneration committee;



consider, in consultation with the Chairman and the board, the number of outside chairmanships held by the Chairman of the board;



evaluate the performance of the board and each board member (including the performance of the executive directors as “directors”) and the committees and report on the outcome of the evaluation to the board and the remuneration committee;



nominate and approve Company trustee nominees to the Group’s medical aid scheme, pension and provident funds and their sub-committees as well as to the Group’s incentive or employee share trusts;



review professional development programmes and recommend to the board for approval; and



review such other nomination-related matters as may be directed by the board from time to time.


In relation to the composition of the board and board committees:



regularly review the composition of the board (which should comprise a balance of executive and non-executive directors, of whom sufficient should be independent) and its committees, which shall include the annual recommendation to the board and subsequently to shareowners, regarding the appointment of an audit committee until the next annual general meeting in terms of the Companies Act;



apply the pre-requisites for board membership as set out in the Board Charter;



to ensure that its size, diversity and demographics makes it effective and that it is structured to ensure a wide range of skills, views and experience which achieve the balance of skills, experience and knowledge required to meet the Company’s strategic objectives;



recommend to the board the retention (or non-retention) of non-executive directors after retirement age (the retirement age being 70);



conduct an independence review of all non-executive directors and a rigorous review of the independence and performance of any non-executive directors serving a term of more than nine years, and include a statement regarding such assessment in the Integrated Annual Report;



recommend directors that are retiring by rotation for re-election, if deemed appropriate based on a performance evaluation; and



to evaluate any conflict of interests or duties notified by directors, to recommend authorisations or other measures to the board and annually to evaluate the Company's procedures for ensuring that the board's powers to authorise conflicts are operated effectively.


Assess the qualifications, competency and expertise of the Company Secretary.


The committee shall carry out an annual self-evaluation of its own performance, the results of which shall be reported to the board and the remuneration committee.