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| NOMINATION COMMITTEE |
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The nomination committee 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.
The committee comprises the chairman of the Board and
two independent non-executive directors. The chairman
of the committee is appointed by the Board.
RC Andersen served as chairman of the committee and
SE Funde and JJM van Zyl continued as members during
the year. The committee met twice during the period
under review and its terms of reference were reviewed
and approved by the Board on 25 April 2007.
A review of the operations and structure of the Board
was undertaken in August 2007. The review was 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. The outcome of the
review was a proposal recommending changes to the
non-executive and executive composition of the Board
to be phased in over the next two years. This includes
the scheduled retirement of two non-executive directors
in 2008 when they reach the mandatory retirement age.
Shareholders will be requested to confirm the
appointment of Dr Sibusiso Sibisi as a new non-executive
director at the AGM on 30 October 2007.
Succession planning, taking into account the strategy of
the Group and future retirements from the Board, was
also addressed. |
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| Roy Andersen |
| Chairman |
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| Record of attendance at directors’ meetings for the 2007 financial year |
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Scheduled |
Special3 |
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30 Aug
2006 |
29 Nov
2006 |
28 Feb
2007 |
25 April
2007 |
27 June
2007 |
26 July
2006 |
14 May
2007 |
| RC Andersen |
Independent Chairman |
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| BC Bruce |
Chief Executive |
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| SJ Flanagan |
Executive |
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| SE Funde |
Independent |
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| N Jorek2 |
Executive |
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| SJ Macozoma1 |
Independent |
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| NM Magau |
Independent |
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| JM McMahon |
Independent |
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| IN Mkhize |
Independent |
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| RW Rees |
Executive |
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| AA Routledge |
Independent |
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| MJ Shaw |
Independent |
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| KE Smith |
Executive |
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| JJM van Zyl |
Independent |
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| RT Vice |
Independent |
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| 1 Resigned 25 October 2006. |
| 2 Resigned 29 August 2007. |
| 3 Special meetings called at short notice often result in some directors being unavailable. |
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| RECORD OF ATTENDANCE |
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| Record of attendance at board committee meetings for the 2007 financial year |
Audit committee
Name of member |
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28 August
2006 |
26 February
2007 |
| MJ Shaw (Chairman) |
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| IN Mkhize |
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| AA Routledge |
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Risk committee
Name of member |
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29 August
2006 |
26 February
2007 |
25 June
2007 |
| RT Vice (Chairman) |
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| IN Mkhize |
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| MJ Shaw |
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Remuneration & human resources committee
Name of member |
28 August
2006 |
27 February
2007 |
05 March3
2007 |
25 June
2007 |
| JJM van Zyl (Chairman) |
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| RC Andersen |
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| SJ Macozoma1 |
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| NM Magau |
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| AA Routledge |
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| RT Vice |
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Nomination committee
Name of member |
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29 August
2006 |
27 February
2007 |
| RC Andersen (Chairman) |
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| SE Funde |
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| JJM van Zyl |
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Health, safety & environment committee
Name of member |
29 August
2006 |
06 December
2006 |
27 February
2007 |
24 April
2007 |
| JM McMahon (Chairman) |
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| BC Bruce |
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| SE Funde |
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| NM Magau |
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| 1 Resigned 25 October 2006. |
| 3 Special meetings called at short notice often result in some directors being unavailable. |
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Governance