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SUN INTERNATIONAL ANNUAL REPORT ’10
BOARD COMMITTEES
108
CORPORATE GOVERNANCE REPORT CONTINUED
The board is authorised to form committees to assist in the execution of its
duties, powers and authorities. The board has four standing committees,
namely the nomination; audit; risk and remuneration committees. Various
other committees are established throughout the group from time to time
to, inter alia, oversee issues of an operational, day-to-day management
nature, including e-business and technology operational activity and
governance. The board has approved the formation of a new IT governance
committee which will convene its first meeting in the forthcoming year.
The terms of reference, and composition of the committees are determined
and approved by the board and have been adopted by all the committees.
Terms of reference are reviewed by the board on an annual basis with
the most recent review having been conducted in 2010 in order to
incorporate the relevant provisions advocated by King III and approved by
the board.
The chairpersons of the committees report to the board on a quarterly
basis in terms of their committees’ respective terms of reference and
copies of all committee minutes are circulated to the full board.
Remuneration committee
Composition: Messrs IN Matthews (chairman), PL Campher,
MP Egan, MV Moosa.
The committee comprises of non-executive directors, the majority of
whom are independent. The details of the roles and responsibilities of the
committee are detailed in the remuneration report on page 127.
Nomination committee
Composition: Messrs MV Moosa (chairman), PL Campher,
IN Matthews.
The committee comprises of non-executive directors, the majority of
whom are independent, and it is a requirement that the board chairman
and the LID should be members of this committee.
The nomination committee is required to review the composition of the
board and board committees and to make recommendations to the board
in this regard, including the appointment of new executive and nonexecutive
directors, to ensure consideration is given to board and committee
succession planning, and conduct regular evaluations of the board and
board committees. With regard to the composition of the board, the
nomination committee is required to ensure that its size, diversity and
demographics makes it effective, and that it is structured to ensure a wide
range of skills, views, knowledge and experience to meet the company’s
strategic objectives.
The nomination committee has adopted written terms of reference
approved by the board that require the committee, inter alia, to:
evaluate the performance of the board chairman, the board
and each board member and to report on the outcome of
these evaluations to the board;
nominate company trustee nominees to the group’s pension,
provident funds and sub-committees, and to the share incentive
or employee share trusts;
recommend to the board the retention of non-executive directors
after retirement age;
recommend directors that are retiring by rotation, for re-election;
recommend continuing professional development for all directors
either internally and/or externally;
assess the independence of each board member;
review the evaluation of the committees’ performance and
effectiveness annually; and
carry out the evaluation of its own performance and effectiveness
annually.
The chief executive attends all meetings of the nomination committee by
invitation, unless deemed inappropriate by the committee and no director
is present at meetings of the committee when his/her own nomination or
performance is discussed or considered. The chairman of the nomination
committee or in his absence, the LID, or another member of the committee,
is required to attend the annual general meeting to answer questions on
the subject matter of the committee’s mandate.
The nomination committee is required to meet formally at least twice a
year and, as indicated in the attendance table above, five nomination
committee meetings have been held during the year under review, with a
further meeting to the date of this report.
Audit committee
Composition: Mr GR Rosenthal (chairman), Ms ZBM Bassa,
Messrs MP Egan, DM Nurek, E Oblowitz.
Messrs Rosenthal, Egan, Nurek and Oblowitz served as members of the
audit committee during the financial year ended 30 June 2010 and
Ms ZBM Bassa joined the audit committee with effect from 1 March 2010.
All members have been re-elected by the board, subject to shareowner
approval, at the annual general meeting, to serve on the committee for
the financial year ending on 30 June 2011, under the chairmanship of
Mr GR Rosenthal. All members of the audit committee are independent
non-executive directors and are financially literate with the necessary
expertise to discharge their responsibilities.