Nomination committee report

ROLE OF THE NOMINATION COMMITTEE

The committee’s main role is to ensure that the Board comprises the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.

The role of the committee is to assist the Board in assessing the composition of the Board and recommends the appointment of directors. The committee is the main body responsible for evaluating, promoting and ensuring gender diversity. In reviewing the Board composition, the committee will consider the benefits of all aspects of diversity including, but not limited to, those described above, in order to enable it to discharge its duties and responsibilities effectively. In identifying suitable candidates for appointment to the Board, the committee will consider candidates on merit against objective criteria and with due regard to the benefits of gender diversity on the Board.

For the annual performance evaluation of the effectiveness of the Board, the nomination committee will consider the balance, skills, experience and the diversity representation of the Board and other factors relevant to its effectiveness. It will also ensure that the Board has the appropriate composition in terms of structure, size; composition and independence for it to execute its duties effectively and that directors are appointed through a formal and transparent process. The committee will ensure that induction and ongoing training and development of directors take place and that formal succession plans for the Board, CEO and senior management appointments are in place.

REPORT OF THE NOMINATION COMMITTEE

During the year under review, the nomination committee performed all the functions necessary to fulfil its role as stated above, including the following:

  • Adopted and approved a gender diversity policy which includes identifying suitable candidates for appointment to the Board. The committee will consider candidates on merit against objective criteria and with due regard to the potential benefits of gender diversity at Board level. The committee will continue to discuss and annually agree all measurable targets in terms of gender diversity on the Board
  • Assessed the current composition of the Board in terms of gender diversity and confirmed that they were pleased with the current composition of the Board
  • Ensured that the establishment of a formal process for the appointment of new directors is in place including:
    • identification of suitable members in terms of gender diversity;
    • performing reference and background checks of candidates, which should be independently investigated and their qualifications should be independently verified prior to nomination;
    • formalising the appointment of directors through an agreement between the Company and the director; and
    • a formal induction programme for new directors
  • Ensured that inexperienced directors are developed through a mentorship programme
  • Ensured the development and implementation of continuing professional development programmes for directors
  • Ensured that directors receive regular briefings on changes in regulatory compliance, risks, laws and the environment in which the Company operates
  • Ensured that formal succession plans for the Board, chairman, CEO and executive management were developed
  • Evaluated the performance of the chairperson and the Board as whole and confirmed their performance in terms of independence, balance of power, fiduciary duties, ethical leadership, corporate governance and the effective discharge of their duties
  • Reviewed the re-appointment of directors with regard to retirements due to rotation on the basis of that member’s performance, including attendance at meetings of the Board and committees
  • Ensured that a brief professional profile of each candidate standing for election at the annual general meeting (AGM), including details of professional commitments, accompany the notice of the AGM, together with a statement from the Board confirming whether it supports the candidate’s election or re-election
  • Ensured that a programme of professional development and regular briefings on legal and corporate governance developments and risk and changes in the external environment of the organisation, should be provided for members of the Board
  • Recorded that Reverend Dr Mehana resigned as a member of the audit and risk committee, due to best practice governance that the chairman of the Board cannot be a member of the audit and risk committee. The Board reviewed the current membership composition and decided that there would be no requirement for the replacement of this member.

(King IVTM – Principle 1, 7, 8 and 9)

The committee is satisfied with Board’s current composition in terms of gender diversity.

For the year under review, the committee is satisfied that is has fulfilled all its statutory duties assigned by the Board. The chairman of the nomination committee reports to the Board on the activities of the committee at Board meetings.