Nominations committee report
This is the report of the Bidcorp nominations committee (committee) appointed for the financial year ended June 30 2019 in compliance with the Companies Act and in terms of the JSE Listings Requirements.
The committee has a board approved charter that is annually reviewed and adopted, most recently approved at the board meeting held on November 27 2018. 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 group website.
This committee was first constituted by the board on June 1 2016, comprising the minimum requirements of three (3) members, the majority of whom are independent non-executive directors.
The chairmanship of this committee was awarded to group chairman, Mr S Koseff, as announced via SENS on April 2 2019.
The board appointed committee members comprise Messrs S Koseff (chairman), DDB Band (LID), B Joffe and Mrs DD Mokgatle; thus meeting the 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.
The key responsibilities and role of the committee include but are not limited to:
- establishment of a formal process for the appointment of directors to the board;
- 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 the 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.
The names of the members who were in office during the period under review and attendance of the meeting held are as follows:
|S Koseff (appointed as chairman and committee member on April 3 2019)||^||^|
|DDB Band (chairman of the meeting held April 2 2019)||^||^|
Duties carried out
The committee met once over the period under review; however, informal communication between members also took place to discuss various matters under review. The significant topics considered by the committee over this period include the:
- review of the nominations committee membership and the appointment of the nominations committee chairman, executed in April 2019;
- board succession planning in light of the intended retirement of Mr DDB Band, Lead Independent Director, who will not be available for re-election at the 2019 annual general meeting;
- appointment and implementation of an independent board performance assessment to be performed;
- ongoing review and assessment of the appropriate board composition, mix and skill sets represented in order to ensure the effective execution of its duties;
- consideration with regards to the diversity of the board membership, ensuring the requirements of the 2018 board diversity policy adopted continue to be met;
- review composition of the various board committee memberships;
- review and recommendation of those directors eligible for rotation as presented to the 2019 annual general meeting for shareholder approval;
- review and recommendation of the Bidcorp audit and risk committee members to the 2019 annual general meeting for shareholder approval; and
- continuing focus and progression of a succession plan for roles within the board, the group chief executive, the chief financial officer and the senior management within the operations.
The committee has considered its performance over the period under review and is comfortable that it has met its duties and responsibilities as set out by regulations and in line with the board approved nominations committee charter.
Signed on behalf of the nominations committee by: