The focus of the Committee was to ensure that the Board had the requisite skills and independence to provide the business with the leadership needed during a tough trading environment and to position it for the recovery to normal trading.

Mandate

The purpose of the Nomination Committee is to ensure that the composition and structure of the Board and its Committees and the executive leadership team perform at their best in support of the business and stakeholders. The Committee is also responsible for evaluating the overall performance of the Board and individual Board members and selecting the best candidates for each seat on the Board.

Members Invitees Relevant skills profile of members

Chairman

  • SL Botha

Members

  • NJ Adami
  • AK Maditse
  • CEO
  • Company Secretary
 Committee members are highly skilled in governance, law and business strategy.

Focus areas for 2022

Over and above the annual review, amendment and agreement of the Committee workplan and Charter, the Committee:

  • Evaluated the Exco succession plan and related organogram, particularly focussing on relevant skills in the IT reporting structure.
  • Reviewed the Board composition and was comfortable with the balance between independent non-executive directors, non-executive directors and executive directors.
  • Considered the appropriate composition and rotation of Board members and the composition of various Board Committees, particularly the Audit and Risk Committee and Remuneration Committee, with the resignation of Emma Mashilwane.
  • Considered leadership structures by evaluating a schedule of subsidiary boards and directors and supported the appointments of:
    • Deon Fredericks as Group Financial Director, and his appointment to material wholly-owned and partially-owned subsidiaries.
    • Fagmeedah Petersen-Cook as an independent non-executive director to Famous Brands Board, member and Chairman of the Investment Committee and member of the Audit and Risk and Remuneration Committees.
    • Busisiwe Mathe as an independent non-executive director to the Famous Brands Board and member of the Audit and Risk committee.
    • Gerard Carolan as an independent non-executive director to the Board of Wimpy UK.
    • Jeddidah Thatho as an independent non-executive director to the Board of Famous Brands Kenya.
  • Evaluated the Board’s performance and effectiveness (Performance evaluations).

Focus areas for 2023

The key focus areas for 2023 will be the appointment of a new independent director to the Board, preferably a chartered accountant, as well as succession planning for long standing Board directors. The continuous focus on succession planning within the IT and HR departments will remain a focus area.

I confirm that the Committee is satisfied that it has fulfilled its responsibilities according to its terms of reference for the financial year. I will be present at the AGM to answer any questions regarding the activities of the Committee.

Santie Botha
Chairman

23 June 2022