Nominations committee report

This is the report of the nominations committee (committee) of Bidcorp appointed for the financial year ended June 30 2016 in compliance with the Companies Act and in terms of the JSE Listings Requirements.

The committee has approved a draft charter that was presented and adopted by the Bidcorp board at the meeting held on August 23 2016. The charter complies with the Companies Act and King III guidance for good governance.

Membership

This committee was constituted by the board on June 1 2016, following the listing and unbundling of Bidcorp.

The committee has been appointed by the board and is made up of a minimum of three (3) members, majority of whom are independent non-executive directors. This committee is chaired by the chairman of the board. The Bidcorp committee members appointed by the board include Messrs B Joffe (chairman), DDB Band and PC Baloyi in line with the charter requirement

The board considers the membership of the committee adequate and the members are adequately experienced to perform the duties in line with the charter requirements.

Purpose

The key responsibilities and role of the committee include but are not limited to:

  • establishment of formal process for appointment of directors;
  • identification of suitable directors in succession planning for senior appointments;
  • ongoing training, development and updates of changing requirements in legislation and board roles necessary for the directors to satisfactorily perform their roles;
  • evaluation of the independence of the long-serving independent non-executive directors;
  • performance evaluations of existing directors; and
  • recommendations to shareholders for annual re-election of those directors retiring by rotation, appointment of audit and risk committee members and other committee memberships as required.

Duties carried out

The duties completed by the committee this financial year included:

  • assessment of the appropriate composition of the board to execute its duties effectively;
  • recommendation of the appointment of board members to the Bidcorp subcommittees as appointed on June 1 2016;
  • review and recommendation of the Bidcorp audit and risk committee members to the annual general meeting for shareholder approval;
  • for those new appointments an induction process and ongoing training and development for all of the directors;
  • board effectiveness is assessed through a further board evaluation process; and
  • continuing succession plan development for the board, chief executive officer and senior management appointments.

Attendance

The names of the members who were in office during the period June 1 2016 to October 7 2016 and the number of committee meetings attended by each of the members are:

Director August 23 2016  
B Joffe (chairman)* ^  
DDB Band* ^  
PC Baloyi* ^  

Conclusion

Following the review by the committee for the year ended June 30 2016, the committee is of the view that, in all material respects, it has achieved its objectives for the financial year ended June 30 2016.

Signed on behalf of the nominations committee by:

Brian Joffe
Chairman