Governance and Sustainability

Report of the nomination committee

Composition

       
Mr MV Moosa  
(Committee Chairman)  
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Ms PL Campher  
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Mr IN Matthews  
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Ms LM Mojela  
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Non-executive director   Independent non-executive director   Independent non-executive director   Independent non-executive director  
Meeting attendance: 4/4   Meeting attendance: 4/4   Meeting attendance: 4/4   Meeting attendance 4/4  

INTRODUCTION

The nomination committee (“the committee”) is mandated by the board and its terms of reference to regularly review the composition of the board and committees. If deemed necessary, the committee makes recommendations to the board on its composition, the appointment of new directors and the composition of the board committees so that each may execute its duties effectively.

The committee’s terms of reference clearly sets out the mandate of the nomination committee and the committee has met four times this year in order to effectively fulfil its mandate.

ASSESSMENT OF BOARD AND COMMITTEE COMPOSITION

In reviewing the composition of the board, the nomination committee considers the following key elements:

  • the board size, diversity and demographics to ensure a balance of skills, views, experience and knowledge relating to the economic, environmental and social environment in which the company operates as well as the company’s overall strategic objectives; and
  • the board should comprise a balance of executive and non-executive directors, of whom sufficient should be independent.

RECOMMENDATION OF NEW BOARD MEMBERS

The committee engaged in an extensive search this year for an appropriate non-executive director from LATAM with the relevant expertise and experience to supplement the board, given the Group’s growing LATAM footprint and the expansion opportunities under consideration. This appointment was further considered necessary in order to gain valuable insights when assessing potential risks and opportunities in the various LATAM countries. Accordingly, and upon recommendation of the nomination committee, the board appointed Mr E Cibie to the board during the year, given his extensive background in running multinational companies in LATAM countries. Mr Cibie’s election to the board will be the subject of shareholder approval at the forthcoming annual general meeting.

BOARD, COMMITTEE & COMPANY SECRETARY EVALUATION

The committee is also tasked with the evaluation of the effectiveness of the various board committees as well as the evaluation of the performance of the board chairman, the LID, the board and each board member. No director is present at meetings of the committee when his/her own nomination or performance is discussed or considered. The nomination committee reviews the results and identifies areas for development which are then actioned in the manner deemed appropriate.

These assessments also inform the nature of professional board training which is regularly undertaken by the board. Whilst the Group also makes available external professional training at the company’s expense, the internal training sessions are customised and are of direct relevance to the environment in which the Group operates.

The committee further performs the annual evaluation on the expertise, competence and qualifications of the Company Secretary and provides a recommendation to the board in order for the board to determine whether the Company Secretary is suitable to hold such office.

ASSESSMENT OF INDEPENDENCE AND COMMITTEE EFFECTIVENESS

The independence of directors is also the subject of the committee’s deliberations and an annual independence assessment is conducted in relation to all non-executive directors and in particular those directors who have a tenure of longer than nine years. The committee reviews independence against the criteria set out in King III, the JSE Listings Requirements, as well as the Companies Act and its findings in this regard are presented in the Report of the board.

The Chairman of the nomination committee or in his absence, the LID, or another member of the committee, is required to attend the annual general meeting to answer questions on the subject matter of the committee’s mandate.

The committee annually assesses its own effectiveness and these results are made available to the board. In assessing the 2014 performance assessment the board concurred that the nomination committee is effectively discharging its mandate.