Role and key functions
The nomination committee is a formal, independent committee of the board. It reviews, monitors, advises on and makes recommendations regarding the nomination of directors for consideration and final approval by the board.
Role and key functions
The role and key functions of the nomination committee are defined in the nomination committee terms of reference, reviewed annually. The committee operates according to an approved detailed annual work plan.
Composition and committee meetings
The committee comprises three independent non-executive directors. During the year under review, directors serving on the committee included Nkululeko Sowazi (appointed on 25 November 2014 and appointed as chairman on 1 November 2017), Hassen Adams (appointed on 1 November 2017), Mike Hankinson (chairperson, appointed on 25 November 2014, resigned on 1 November 2017 further to his appointment as the executive chairman) and Pieter Uys (appointed on 27 May 2016). More details of these directors are given in the directorate and executive committee.
The committee’s terms of reference make provision for scheduled meetings twice a year and unscheduled meetings when the committee is required to address urgent matters in its scope of responsibility. One unscheduled meetings was held in 2017.
Attendance of committee members at the meetings of the committee in the year is listed in the directorate and executive committee of this integrated annual report.
Fees paid to the committee members are reflected in the report of the remuneration committee and the proposed fees for 2018 are detailed in special resolution 3.1 in the notice of the annual general meeting.
In terms of its mandate, matters considered by the nomination committee based on its annual work plan for 2017 included:
- reviewing the performance evaluations of the chairman of the board and the board sub‑committees and board members;
- reviewing the performance and independence of the audit committee for recommendation to the shareholders for re-election;
- reviewing the composition of the board and the board sub-committees;
- monitoring the professional development programme for appointed directors;
- monitoring directors’ briefings on changes in risks, laws and the environment in which the company operates;
- reviewing the independence of non-executive directors based on the nine indicators included in King IV and tenure in excess of nine years;
- reviewing in detail the performance of directors retiring by rotation to support the recommendation for their re-election by shareholders;
- monitoring succession planning for members of the board, the CEO, members of the executive committee and senior management;
- reviewing the insurance cover in place for directors and officers;
- reviewing the nomination committee report for inclusion in the 2017 integrated annual report; and
- approving its annual work plan for 2018.
Following the early retirement of the CEO on 31 July 2017, as an interim arrangement, the board appointed the non-executive chairman as executive chairman to oversee the implementation of the revised business strategy.
The committee subsequently gave consideration to the appointment of Nkululeko Sowazi as lead independent non-executive director. On the basis of a detailed review of his competencies and experience, the committee recommended his appointment, which recommendation was unanimously supported by the board.
The committee also gave consideration to the appointment of the chairperson and members to the audit committee. Having given due consideration to skills and experience requirements in conjunction with succession planning, the committee recommended the re-appointment of Grant Gelink as chairperson and Walter Geach and Raymond Ndlovu as members of the audit committee, which were unanimously supported by the board.
On behalf of the nomination committee
23 March 2018