Report of the nomination committee

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.

The committee functions within formally approved terms of reference, reviewed on an annual basis and 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 Mike Hankinson (chairperson, appointed on 25 November 2014), Jannie Durand (appointed on 25 November 2014, resigned 27 May 2016), Nkululeko Sowazi (appointed on 25 November 2014) and Pieter Uys (appointed on 27 May 2016). More details of these directors are given in the directorate and executive committee section.

The committee’s terms of reference make provision for scheduled meetings three times a year and unscheduled meetings when the committee is required to address urgent matters in its scope of responsibility. No unscheduled meetings were held in 2016.

Attendance of committee members at the meetings of the committee in the year is listed in the directorate and executive committee section 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 2017 are detailed in the notice of annual general meeting.

Key activities

In terms of its mandate, matters included in the nomination committee’s annual work plan in 2016 included:

  • reviewing the performance evaluations of the chairman of the board and the board sub-committees and board members;
  • reviewing the composition of the board and the board sub-committees;
  • recommending the appointment to the board of the newly appointed directors in line with the gender diversity policy;
  • reviewing the induction programme for newly appointed non-executive directors;
  • 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 2016 integrated annual report; and
  • approving its annual work plan for 2017.

Board appointments

During 2016 the committee considered the gender diversity policy and gave individual consideration to the appointment of Gerhard Kotze, Zola Malinga and Raymond Ndlovu as non-executive directors. On the basis of detailed reviews of their competencies and experience, and being mindful of the importance of diversity of the board in line with the approved gender diversity policy, the committee recommended their appointment to the board, which recommendations were unanimously supported by the board.

The committee also gave consideration to the appointment of chairpersons to the audit and social and ethics committees. 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 and recommended the appointment of Raymond Ndlovu as chairperson of the social and ethics committee, which were unanimously supported by the board.

On behalf of the nomination committee

Mike Hankinson

Chairman

28 February 2017


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