Nomination Committee report

“Our future success depends on matching the right people with the right opportunities. In 2023, we strengthened the Board with a new independent non-executive director and approved the appointment of the Group Financial Director-designate.”

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.

Attendance and composition

Focus areas for 2023

The Committee reviewed and approved the annual workplan and Committee Charter. Our focus areas for 2023 included:

• Evaluated the Exco succession plan and related organogram, particularly focusing on Finance and Supply Chain.
• Considered internal and external candidates to succeed our Group Executive for Manufacturing and Logistics, who resigned in January 2023.
• Nominated the appointment of Thabo Mosololi as an independent non-executive director and member of the Audit and Risk Committee.
• Nominated the appointment of Nelisiwe Shiluvana as Group Financial Director-designate to replace Deon Fredericks as Group Financial Director on 1 August 2023.
• 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.
• Considered leadership structures by evaluating a schedule of subsidiary boards and directors.
• Evaluated the Board’s performance and effectiveness (read-more).

Focus areas for 2024

Our focus areas for 2024 include the following:

• Appointing a successor for the Group Financial Director position.
• Appointing a successor for the Group Executive for Manufacturing and Logistics position.
• Succession planning for long-standing Board members and our Exco.
• Succession planning for the Group, focusing on key digital and data skills.

I confirm that the Committee is satisfied that it has fulfilled its responsibilities in accordance with 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: Nomination Committee