WHL > CORPORATE GOVERNANCE > NOMINATIONS COMMITTEE

NOMINATIONS COMMITTEE

The main purpose of the committee is to assist the board with the appointments of directors and ensure a transparent process to determine board and committee composition. The committee ensures that there is appropriate succession planning for the Chairman, directors and senior management.

Members: Simon Susman (Chairman), Tom Boardman, Mike Leeming and Chris Nissen.

The Committee’s terms of reference include the following responsibilities:

•establishing and reviewing the formal induction programme for new directors;
•reviewing and making recommendations to the board on the structure, size and composition of the board and its committees;
•identifying and nominating candidates for the approval of the board to fill board vacancies as and when they arise;
•ensuring that formal succession plans for the Chairman, Group Chief executive officer and senior executive appointments are developed and implemented;
•reviewing the performance of the Group Chief executive officer and senior executives;
•assisting the board, on a bi-annual basis, in determining and evaluating the effectiveness of the board and board committees;
•assisting the Chairman in evaluating the performance of individual directors due to retire by rotation, and if necessary to assist in taking steps to remove directors;
•recommending for re-election, directors who retire by rotation in terms of the company’s articles of association; and
•recommending the appointment and/or removal of the subsidiaries' executive directors.

The committee meets four times a year, with the Group Chief executive officer attending by invitation. The committee Chairman reports back to the board on the activities of the committee. The minutes of the committee meetings are circulated to all directors.