Nominations committee report

Financial statements

This is the report of the nominations committee (committee) of Bidcorp appointed for the year ended June 30 2018 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. 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 members, the majority of whom are independent non-executive directors. This committee is chaired by the lead independent director. The Bidcorp committee members appointed by the board comprise Messrs DDB Band (chairman), B Joffe and Ms DD Mokgatle; thus meeting regulatory and charter requirements.

The board considers the membership of the committee adequate and the members are sufficiently 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;
appointment of additional independent non-executive director in August 2017;
review and approval of the appointment of chairman executed in March 2018;
considering board composition in respect of potential additional board members in line with the board diversity policy;
ensuring an induction process and ongoing training and development for all 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	June 4 2018

DDB Band (Chairman)	^
B Joffe	^
DD Mokgatle	^

^ Attended in person, by video-conference or tele-conference.

Over the course of the year members of the committee have engaged in ad hoc discussions to address various issues, where decisions taken at these times are approved by round robin.

Conclusion

Following the review by the committee for the year ended June 30 2018, the committee is of the view that it has achieved its objectives for the financial year ended June 30 2018.

Signed on behalf of the nominations committee by:

Doug Band

Chairman