The nomination committee comprises two independent non-executive directors and one non-executive director who have been appointed by the Board.
The chairman of the committee is Professor VC Mehana, with Mr S Young and Ms AB Amod as members. The company secretary is the secretary of this committee.
The nomination committee is constituted as a subcommittee of the board of directors. The duties and responsibilities of the members of the committee are in addition to those as members of the Board.
The deliberations of the committee do not reduce the individual and collective responsibilities of Board members in regard to their fiduciary duties and responsibilities, and they continue to exercise due care and judgment in accordance with their statutory obligations.
The role of the committee is to assist the Board to ensure, on an annual basis, that:
- The Board has the appropriate composition in terms of structure, size, composition and independence for it to execute its duties effectively;
- Directors are appointed through a formal process;
- Induction and ongoing training and development of directors take place; and
- Formal succession plans for the Board, chief executive officer and senior management appointments are in place.
The committee must perform all the functions necessary to fulfil its role as stated above, including the following:
Ensure the establishment of a formal process for the appointment of directors, including:
- Identification of suitable members of the Board;
- Performance of reference and background checks of candidates prior to nomination; and
- Formalising the appointment of directors through an agreement between the Company and the director.
- Oversee the development of a formal induction programme for new directors;
- Ensure that inexperienced directors are developed through a mentorship programme;
- Oversee the development and implementation of continuing professional development programmes for directors;
- Ensure that directors receive regular briefings on changes in risks, laws and the environment in which the Company operates;
- Consider the performance of directors and take steps to remove directors who do not make an appropriate contribution;
- Find and recommend to the Board a replacement for the chief executive when that becomes necessary;
- Ensure that formal succession plans for the Board and chief executive appointments are developed and implemented;
- Evaluate the performance of the chairperson and of the Board as a whole;
- Report, in the integrated report, the list of directors’ current details, composition of Board committees, number of meetings held and attendance at meetings; and
- Make recommendations for the re-appointment of directors with regard to resignations or retirements due to rotation.
The chairman of the nomination committee reports to the Board on the activities of the committee at Board meetings.
As a leading JSE-listed black empowerment Company and through our brand’s position, the organisation is dominant in a global context relating to a variety of issues, technology changes, globalisation, rapid change, dynamic markets, enterprise development and sustainability legislation.
These issues affect the overall business strategy of the Group while focusing on organic growth, acquisitions, geographic expansion, new categories, margin improvement and transformation.
The Company has the following policies in place:
- Annual human committee work plan
- Anti-corruption and bribery policy
- Appointment of directors
- Audit and risk committee constitution
- BEE incentive
- Board charter
- Code of Conduct
- Code of Conduct for strategic partners
- Code of Ethics
- Competition law compliance
- Decision-making framework
- Duties of directors
- Electronic communications policy
- Executive remuneration
- Gifts and hospitality policy
- Guaranteed pay guidelines
- Human capital committee constitution
- Insider trading
- Nomination committee constitution
- Non-executive directors’ fees
- Performance bonus – short-term incentive
- Procurement policy
- Remuneration philosophy and strategy
- Remuneration policy
- Reward philosophy and strategy
- Risk committee charter
- Short-term incentive
- Social and ethics committee charter
- Succession planning
- Transformation policy and charter
- The Way We Work