Nomination committee

The nomination committee operates under an approved charter in accordance with King II 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.

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 as a member. RT Vice was appointed as a member with effect from 24 June 2009. JJM van Zyl retired from the Board and the committee at the 2008 annual general meeting.

The committee met five times during the year under review.

Internal appraisals of the effectiveness of the Board, its committees, the chairman 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. The appraisals were positive and their recommendations are being followed through for implementation. External appraisals will be conducted next year.

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, non-executive directors, MJ Shaw and JJM van Zyl retired, having reached the mandatory retirement age for directors, and executive director KE Smith retired to concentrate on his executive responsibilities. The Board appointed two new non-executive directors, ADVC Knott-Craig and M Sello. Subsequent to year-end, the Board appointed executive directors MP Chaba and TG Fowler. Shareholders will be requested to confirm the appointment of these directors at the annual general meeting.

The Board further resolved to appoint O Fenn as an executive director on commencement of his employment in November 2009.

The committee reviewed the performance of directors RC Andersen, AA Routledge and SP Sibisi who, in terms of the articles of association, retire by rotation at the 2009 annual general meeting. RC Andersen recused himself from the committee's review of his performance. The committee recommends their re-election to the Board.

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 a review of the independence of its non-executive 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 four years and six months during the year under review.

Roy Andersen
Chairman