Pick n Pay Stores Limited
Nominations committee report

The nominations committee operates in accordance with the requirements of the Companies Act and King III, and is governed by a Board-approved charter, which is reviewed annually.

Role of the committee

The nominations committee is responsible for identifying and evaluating suitable candidates for possible appointment to the Board to ensure that the Board is balanced and able to fulfil its functions as recommended by King III. Requirements for candidates for appointment include independence, integrity, tough-mindedness and respect for the values and principles of the Group. The committee identifies a list of candidates to be considered, and establishes availability, willingness and suitability.

The authority to appoint directors remains with the Board. Candidates identified by the committee are interviewed by all the non-executive directors before the potential appointment is referred to the Board for a decision. Appointees are referred to shareholders for election.

Composition of the committee

The nominations committee is chaired by Gareth Ackerman, and its members, Lorato Phalatse and Ben van der Ross, are non-executive directors. King III recommends that committees should be chaired by independent non-executive directors. Chairman Gareth Ackerman is not independent by virtue of his indirect shareholding. It is the view of the Company that his long-standing work with the Group in both executive and non-executive capacities, and his strategic overview qualify him to chair the work of the committee.

Frequency of meetings

The committee meets on an ad hoc basis. All members attended as required, whether in meetings or via video-conferencing or telephonic link.

Period under review

At the 2013 annual general meeting, Chairman Gareth Ackerman announced that a review was being conducted of the Board composition with the aim of achieving a balance among the non-executive directors of financial, legal, FMCG and general business experience. The nominations committee met frequently during this review process, following which three non-executive directors were appointed by the Board in the last quarter of 2013. The new directors, Audrey Mothupi, David Friedland and John Gildersleeve, were duly elected by shareholders at the extraordinary general meeting held on 12 February 2014.

The nominations committee is of the view that it has achieved its objectives for the 2014 financial year. The committee will continue to meet on an ad hoc basis to monitor the balance of talent on the Board.

Gareth Ackerman
Chairman: nominations committee

14 April 2014