The Nominations Committee is responsible for the process of appointing new non-executive directors to the board who are chosen taking cognisance of skills, experience, diversity, size and demographic requirements.

In terms of the company’s articles of association board members are appointed for a three-year term of office.  Re-election of board members takes place on a staggered basis to ensure continuity.  Executive directors retire at the annual general meeting following their 63rd birthday, and a non-executive director following their 67th birthday, provided that, in the case of non-executive directors, their term of office continues on an annual basis if a majority of their co-directors so request.

The role of the board is regulated by a formal board charter which defines matters reserved for board approval.  The charter will be reviewed and updated to ensure compliance with King III and the new Companies Act 2008.  In addition a formal delegation of authority is in place which defines the powers and authority of management. 

In addition to the quarterly board meetings, two full-day sessions are held annually, firstly for board members and senior executives to discuss strategy, and secondly for board training.    The attendance of executive management at the strategy session is in line with the non-executive directors’ recognition of the need for their independence, while further understanding the importance of good communication and close cooperation with executive management.

An annual board meeting is also held to discuss the business plan of the group. 

The board also meets on an ad hoc basis to consider specific issues, if the need arises.  The progress and status of identified strategic issues are reported and monitored at quarterly board meetings. 

The board functions are supported by board committees.