Nominations committee report
This is the report of the nominations committee (committee) of The Bidvest Group Limited appointed for the financial year ended June 30 2016 in compliance with the Companies Act and in terms of the JSE Listings Requirements.
The committee has a charter that complies with the Companies Act and King III requirements and is approved by the board of directors (board). Copies are available either from the company secretary on request, or can be downloaded from the Company website.
Membership
The committee comprises three independent non-executive directors: Messrs CWL Phalatse (chairman), EK Diack and Ms T Slabbert. Mr DDB Band resigned as chairman and member of the committee on May 27 2016 and Mr EK Diack was appointed as a member of the committee on May 27 2016.
Purpose
The key responsibilities and role of the committee include but are not limited to:
| – | establishment of formal process for appointment of directors; |
| – | identification of suitable directors in succession planning for senior appointments; |
| – | ongoing training, development and updates of changing requirements in legislation and board roles necessary for the directors to satisfactorily perform their roles; |
| – | evaluation of the independence of the long-serving independent non-executive directors; |
| – | performance evaluations of existing directors; and |
| – | recommendations to shareholders for annual re-election of those directors retiring by rotation, annual appointment of audit committee members and other committee memberships as required. |
Duties carried out
The duties completed by the committee this financial year have included:
| – | assessment of the appropriate composition of the board to execute its duties effectively; |
| – | the recommendation of the appointment of executive director and financial director Mr HP Meijer to the board; |
| – | for those new appointments an induction process and ongoing training and development for all of the directors; |
| – | the review and recommendation of the Group audit committee members to the AGM for shareholder approval; |
| – | the review and recommendation of membership changes to the board constituted committees as a result of the unbundling; |
| – | the board effectiveness is assessed through a further board evaluation process; and |
| – | a formal succession plan is developed for the board, chief executive officer and senior management appointments. |
The board effectiveness is assessed through a further board evaluation process.
Attendance
The names of the members who were in office during the period August 29 2015 to August 28 2016 and the details of nominations committee meetings attended by each of the members are:
| Director | March 10 2016 |
August 16 2016 |
|||
| DDB Band (resigned May 27 2016) | ✓ | ||||
|---|---|---|---|---|---|
| CWL Phalatse (chair) | ✓ | ✓ | |||
| EK Diack (appointed May 27 2016) | ✓ | ||||
| T Slabbert | ✓ | ✓ |
Conclusion
Following the review by the committee for the year ended June 30 2016, the committee is of the view that, in all material respects, the committee has achieved its objectives for the financial year being the year ended June 30 2016.
Signed on behalf of the nominations committee by:
Lorato Phalatse
Chairman