nominations committee

The purpose of the nominations committee is to assist the board in ensuring that appointments of directors and board committees are made in terms of formal and transparent procedures and to ensure that sufficient consideration is given to the succession of the Chairman, the Chief executive officer and senior management. The committee further assists the board in its determination and evaluation of the effectiveness of the board committees.

The nominations committee recommends, for re-election, directors who retire in terms of the company’s articles of association.

The responsibilities of the committee are set out in its terms of reference and include:

• to regularly review the structure, size and composition of the board and its committees and to make recommendations to the board;
• to identify and nominate candidates for approval by the board and to fill board vacancies as and when they arise;
• to review succession plans for the Chairman, the Chief executive officer and senior management; and
• to review the performance of the Chief executive officer and senior management.

The terms of reference is reviewed and updated on an annual basis.

The nominations committee consists of four independent non-executive directors including the Chairman of the board who chairs this committee. The Chief executive officer attends the meetings by invitation. The People director of Woolworths (Proprietary) Limited attends the meetings when necessary.

The committee met a total of four times during the year. The details of individual attendance at the nomination committee meetings are set out below.

Subsequent to the year end, Peter Bacon was appointed as an independent non-executive director and Zyda Rylands, the People director of Woolworths (Proprietary) Limited, was appointed as the first black female executive director.

attendance at the nominations committee meetings

	Aug	Nov	Feb	May
Director	2005	2005	2006	2006
Buddy Hawton C N
Mair Barnes N
Nigel Colne N
Brian Frost N

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