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Kuseni DlaminiChairman of the Nominations Committee

The Nominations Committee report

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The Nominations Committee assisted the Board in identifying and nominating candidates, 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. It assisted the Board in formulating succession plans for both Executive and non-Executive Directors and assessing the effectiveness of the Board and its sub-Committees.
BOARD MEMBERS
BOARD STATUS
MEMBER SINCE
ATTENDANCE
K Dlamini
Independent non-Executive
10 Apr 2014
4/4^
P Langeni
Independent non-Executive
22 Nov 2017
4/4^
E Ostalé
Independent non-Executive
24 Feb 2016
4/4^
C Seabrooke
Lead Independent non-Executive
01 Mar 2003
4/4^*
^ Eligibility based on appointment date
* Chris Seabrooke resigned from the Nominations Committee on 25 May 2018
Committee Experience
Corporate governance
Compliance
General business management
Leadership
Accounting and finance
Economics/public policy
International retail
Risk management
Human resources

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:

  • Each Group company’s stage in its life cycle and the Executive capabilities appropriate for that stage;
  • Present and future posts which need to be filled to ensure talent retention and 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.


In the execution of its statutory duties and in accordance with its Charter, the Committee effectively discharged its responsibilities over the past financial year.

 

Kuseni Dlamini
Chairman of the Nominations Committee

4 April 2019