corporate governance
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 executives.
The responsibilities of the committee are set out in its terms of reference and include:
- Regularly reviewing the structure, size and composition of the board and its committees and to make recommendations to the board;
- identifying and nominating candidates for approval by the board and to fill board vacancies as and when they arise;
- ensuring succession and continuity plans are in place for the Chairman, the Chief executive officer and executives;
- reviewing the performance of the Chief executive officer and executives;
- assisting the board in determining and evaluating the effectiveness of board committees; and
- recommending, for re-election, directors who retire in terms of the company’s articles of association.
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 Chief operating officer: Support services attends the meetings when necessary.
The committee meets four times a year and the Chairman reports to the board on the activities of the committee.
The Chairman, in conjunction with the nominations committee, assesses the performance of the Chief executive officer. The Chairman and the Chief executive officer, together with the nominations committee, assess the performance of the other executive directors. Currently the performance of the Chairman is reviewed annually by the board.
The details of individual attendance at the nominations committee meetings are set out here.