At the time of this report, the Nomination Committee comprises: Messrs’ Kuseni Dlamini (Chairman); Enrique Ostalé; and Chris Seabrooke, two of whom are independent non-Executive Directors. The Nomination Committee met four times in the year ended December 2015. Mrs Shelley Broader was a member of the Committee until November 2015.
The Nomination Committee’s functions include assisting the Board with making recommendations on the composition of the Board with respect to race, gender and the balance between Executive, non-Executive and independent non-Executive members appointed to the Board, as well as acknowledging the specialist or industry-specific skills required by the Group. The Nomination Committee assists the Board in identifying and nominating candidates and formulating succession plans for the approval of the Board for the appointment of new Executive and non-Executive Directors, including the Chairperson and CEO. The Committee recommends Directors who are retiring by rotation, for re-election.
Annually in October, the Nomination Committee facilitates a comprehensive formal performance evaluation of the CEO, comprising a questionnaire evaluating the CEO by every non-Executive Director, and an appraisal of the CEO by each of his direct reports using a different questionnaire. The Board Chairman provides the summary and feedback of the above to the CEO, and he is encouraged to probe and debate any aspect of the evaluation with the Board.
The Committee is responsible for monitoring the principles of governance and code of best practice in respect of Board composition, structure and process. It ensures that the Board has the appropriate composition to execute its duties effectively. The Nomination Committee ensures that the induction and on-going training and development of Directors take place.
The Committee assists the Board to ensure that the achievement of the competitive strategies, operating plans and financial objectives of the Group are supported. This is undertaken through appropriate Executive recruitment, succession and compensation strategies. These take account of:
- each Group company’s stage in its life cycle and the Executive capabilities appropriate for that stage;
- the present and future posts which need to be filled to mitigate risk;
- the availability of individuals to fill such posts;
- the cost and composition of remuneration packages paid to individuals holding comparable positions in the retail and wholesale industry or other industries as appropriate;
- the Company’s policies regarding the various components and mix of compensation, incentivisation and wealth creation;
- the cost of Executive compensation to the Company relative to short-, medium- and long-term performance;
- the time required to recruit, induct, inculcate and train individuals to be fully effective in new positions; and
- the total compensation programme, which is designed with full consideration of all accounting, tax and regulatory requirements and shall be of the highest quality.