Nominations committee report

This is the report of the nominations committee (committee) of Bidcorp appointed for the financial year ended June 30 2017 in compliance with the Companies Act and in terms of the JSE Listings Requirements.

The committee has an approved charter adopted by the Bidcorp board at the meeting held on August 23 2016. The charter complies with the Companies Act and King IV guidance for good governance. Copies are available either from the company secretary on request, or can be downloaded from the company website.

Membership

This committee was constituted by the board on June 1 2016, 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 Bidcorp lead independent director. The Bidcorp committee members appointed by the board include Messrs DDB Band (chairman), B Joffe and Mrs DD Mokgatle; thus meeting regulatory and charter requirements.

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 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;
  • review and approval of the non-executive contract executed in March 2017;
  • recommendation of the appointment of new/additional board members in line with the newly adopted board diversity policy to the Bidcorp board as appointed in November 2016 and August 2017;
  • for those new appointments an induction process and ongoing training and development for all of the directors;
  • review and recommendation of the Bidcorp audit and risk committee members to the annual general meeting for shareholder approval; and
  • continuing succession plan development for the board, chief executive and senior management appointments.

Attendance

The names of the members who were in office during the period and the meetings attended are included below:

Director August 23
2016		  
DDB Band (appointed chairman on August 17 2017) ^  
B Joffe ^  
PC Baloyi** ^  
DD Mokgatle* n/a  

^   Attended in person, by video-conference or tele-conference.
*   Appointed December 6 2016.
** Retired December 6 2016.

There were no formal meetings of the Bidcorp Nominations Committee held during the period under review. However, a number of informal discussions took place amongst members as matters were addressed. All decisions taken by this committee were considered and approved by round robin.

Conclusion

Following the review by the committee for the year ended June 30 2017, the committee is of the view that, in all material respects, it has achieved its objectives for the financial year ended June 30 2017.

Signed on behalf of the nominations committee by:

Doug Band
Chairman