The nomination committee operates under an approved charter and ensures that the structure, size, composition and effectiveness of the Board and board committees are maintained at levels that are appropriate in the context of the Group’s complexity and strategy. It does so by regularly evaluating the Board’s performance, undertaking performance appraisals of the chairman and directors, evaluating the effectiveness of board committees and making recommendations to the Board.

Membership

The committee comprises the chairman of the Board and two other independent non-executive directors. The chairman of the committee is appointed by the Board.

RC Andersen served as chairman of the committee and SP Sibisi and RT Vice as members.

The committee met four times during the year under review. The committee terms of reference were reviewed and approved by the Board during the year.

Board & committee appraisal

External appraisals of the effectiveness of the Board, its committees and individual directors were conducted during the year. The appraisals were benchmarked against the strategic requirements of Murray & Roberts and the need to ensure the capacity to deliver these requirements and strengthen the diversity and sector expertise of directors. Committee self assessments were also performed during the year under review. The appraisals were positive and their recommendations are being followed through for implementation. Internal appraisals will be conducted next year.

An internal appraisal of the chairman was led by the chairman of the remuneration & human resources committee and discussed by the Board. The appraisal was positive.

Succession

Succession planning, taking into account the strategy of the Group and future retirements from the Board, was addressed. The committee takes cognisance of the importance of institutional memory to a developing board and the need to balance this with the introduction of new ideas and experience. During the year, the Board appointed MP Chaba and TG Fowler as executive directors. These appointments were confirmed at the 2009 annual general meeting. Subsequent to the 2009 annual general meeting, the Board appointed O Fenn as an executive director and WA Nairn as a non-executive director. SJ Flanagan resigned as executive director of the company and Group.

Non-executive director, IN Mkhize, has indicated that, due to work commitments, she will not be available for re-election at the 2010 annual general meeting.

The committee reviewed the performance of directors NM Magau, JM McMahon and RT Vice who, in terms of the articles of association, retire by rotation at the 2010 annual general meeting. O Fenn and WA Nairn also retire at the 2010 annual general meeting. The committee recommends their re-election to the Board.

The King Code of Governance Principles for South Africa 2009 (King III) recommends that the independence of non-executive directors be assessed by the Board on an annual basis. The Board, assisted by the nomination committee, conducted an assessment of the independence of its nonexecutive directors. All non-executive directors meet the criteria set out in King III for determining their independence in fulfilling their duties towards the company.

The average length of service of the non-executive directors was less than six years during the year under review.

Roy Andersen
Chairman