The Nominations Committee’s functions include assisting the Board with making recommendations on its composition 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 Nominations 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 Chairman and CEO. The Committee recommends Directors who are retiring by rotation, for re-election. The Board has nominated Olufunke Ighodaro, Lindiwe Mthimunye and JP Suarez for election having been appointed during the reporting period and Kuseni Dlamini, Enrique Ostalé and Susan Muigai retire by rotation. Being eligible, they all offer themselves for election or re-election, as applicable.
Annually in October, the Nominations 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 Nominations Committee ensures that the induction and ongoing 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 planning and compensation strategies. These take account of:
In the execution of its statutory duties and in accordance with its Charter, the Committee effectively discharged its responsibilities over the past financial year.
Chairman of the Nominations Committee
4 April 2019