Nominations & Corporate Governance Committee

The Committee consists entirely of non-executive Directors most of whom are independent Directors.

The Committee focuses primarily on the composition, appointments, succession and effectiveness of the Board, but also oversees the adoption of appropriate internal policies on the assessment of the fitness & probity of members of the Group Executive Committee, other Senior Managers and Heads of the Internal Control Functions.

The role of the Committee is:

  • To support and advise the Board in relation to Director and CEO development and succession planning and ensure it is comprised of members who are best able to discharge the duties and responsibilities of Directors.
  • To keep the Board's governance arrangements under review and make appropriate recommendations to the Board to ensure that the Group's arrangements are consistent with best practice corporate governance standards and practices in place.
  • To review the Bank's senior level organisation structure and the Bank's management succession plan, including succession planning for the Bank's Heads of internal control functions, at least once a year.
  • To support the Board with the annual assessment of the knowledge, skills and experience of the Board members, as well as the annual performance evaluation of the Board and Board Committees and make relevant recommendations to the Board.
  • To assess the structure, size and composition of the Board and of each Board Committee.
  • To conduct searches for Board candidates and make appointments on merit against objective criteria and with due regard to the benefits of diversity on the Board.
  • To perform the annual appraisal of the performance of the CEO and other executive directors against set targets.
  • To approve the policies of the Corporate Governance Framework.
  • To consider Directors' conflicts of interest.

Terms of Reference

Nominations & Corporate Governance (NCGC)

Takis Arapoglou (Chair)

Lyn Grobler

Christian Hansmeyer


Nomination procedure

The Committee conducts the search for suitable candidates by identifying individuals qualified to become members of the Board of Directors and recommends to the Board, the nominees to stand for election as directors.  In considering candidates the Committee will take into account whether a candidate has the skills, experience and background that adds to and complements the range of skills, experience, background and diversity of existing directors.

The Committee takes into account the following criteria when determining the qualifications of any candidate for director:  

  1.  Integrity and Judgment
  2.  Experience and Accomplishments
  3. Education and Knowledgε
  4.  Commitment
  5.  Representation of shareholders
  6. Independence
  7. Financial Literacy
  8. Skills
  9. Diversity