REPORT 2019
Nominations committee report
Dear Stakeholder,
As the Chairman of the nominations committee, I have the pleasure to report on the activities of the committee during 2019.
The nominations committee assists with identifying suitable candidates for appointment to the Board and for election by shareholders. Selection of Board members is made on merit and in the context of their skills, experience, independence and knowledge. The process takes into consideration all facets of race, gender and expertise diversity, to create an experienced Board with the appropriate balance of knowledge and skills in areas relevant to the Group. We target a Board size that promotes accountability and encourages healthy, constructive debate and decision-making, while meeting regulatory and MOI requirements. The structure, size and independence of the Board is assessed to ensure its ability to execute its duties effectively. The committee is also the custodian of the appointment process, which is formal and transparent.

Some significant changes were made to the AYO Board during the reporting period with the most notable being the appointments of four new members, three of whom are executive. Mr Howard Plaatjes and Ms Vanessa Govender were appointed to the Board with effect 21 December 2018, and Mr Tatenda Bundo’s appointment was effective 22 January 2019. With these changes, the AYO Board now comprises of 10 members, seven of whom are non-executives and five of whom are independent in line with our policy.
In terms of gender and race diversity, the composition of the AYO Board is more than satisfactory, comprising of 100% black people and 30% female representation. Further, we are satisfied that the new appointments have adequately addressed the diversity of expertise needs of the Board with all areas of expertise relevant to the Group’s leadership now encompassed, including:
- Leadership;
- Industry/operations;
- Technology and information governance;
- Compliance and governance;
- Finance;
- Risk and opportunity management;
- Tax;
- Human resources;
- Legal counsel on mergers and acquisitions;
- Sales and marketing.
The nominations committee will continue to assess the composition of the Board against its evolving skills, expertise and demographic diversity needs and recommend appointments of directors with due regard to the potential contribution such new appointments can make at Board level. We will continue to monitor, discuss and annually agree to all measurable targets in terms of gender and race diversity of the Board and report our findings at Board meetings. Our policy of promotion of gender and race diversity at Board level will continue to guide us in 2020.

Dr Wallace Mgoqi
Chair of Nominations Committee
31 January 2020
