Our 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. We assist 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 Mitch Slape, Mohammed Abdool-Samad and Charles Redfield for election having been appointed during the reporting period; and Lulu Gwagwa and Phumzile Langeni, who retire by rotation, offer themselves for re-election. Being eligible, they all offer themselves for election or re-election, as applicable.
Annually in October, we facilitate 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.
We are 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. We ensure that the induction and ongoing training and development of Directors take place.
We assist 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
- The total compensation programme, which is designed with full consideration of all accounting, tax and regulatory requirements and shall be of the highest quality.
Summary of key focus areas in 2019:
- Assessed and recommended the appointment of the Chief Executive and Chief Financial Officers to the Board
- Reviewed the composition of Board Committees and, where required, recommended to the Board the reconstitution of Board Committees to ensure that the Committees comprised members with the relevant knowledge and skills
- Reviewed the appropriateness of the Board’s race and gender diversity policies and ensured that Board appointments were made with due consideration thereof, pleasingly targets set in both the race and gender policies were met again this year
- Assessed the independence of the Independent Non-Executive Directors and conclude that no relationships or circumstances are likely to affect, or appear to affect, the judgement of Lulu Gwagwa and Phumzile Langeni as Independent Non-Executive Directors. These Directors have served on the Board in excess of nine years
- Ensured that the induction and ongoing training and development of Directors took place
- Continued to search for suitably qualified Non-Executive Directors to broaden the Board’s pool of Independent Non-Executive Directors and strengthened succession planning. Five female Independent Non-Executive Directors were appointed as at the date of this report
Focus areas for 2020 and beyond:
- Continue to review the Board and sub-Committee composition in line with Board race and gender diversity policies
- Ensure that policies and procedures are in place to ensure the Board leads ethically and effectively
- Assess and enhance the effectiveness of succession planning for senior Executives, the CEO, the CFO and Non-Executive Board Directors
- Seek independent advice and external assurance in respect of the Board’s self-assessment
- Monitor of conflicts of interest, Directors dealing in company securities, declarations of interest and regularly review and assess independence of Independent Non-Executive Directors
In the execution of our statutory duties and in accordance with our Charter, we effectively discharged our responsibilities during the past financial year.
Chairman of the Nominations Committee
2 Aprill 2020