Director Appointment Policy

Purpose

A skilled, experienced and effective Board is needed to:

• provide innovative management of the company, and
• deliver value to shareholders

These objectives inform the Talent2 director appointment policy.

Accountabilities

• The Board is ultimately responsible for the selection and appointment of directors.
• The Board delegates responsibility for the selection and appointment of directors to the Nomination Committee

Role of the Nomination Committee

The Nomination Committee:

• Assesses the necessary and desirable competencies of board members
• Reviews the time required by non-executive directors to effectively fulfill their duties and monitors whether non-executive directors are meeting this time commitment
• Monitors the size, skills experience of the Board to ensure that its composition is conducive to effective decision making in the best interests of the company as a whole.
• Reviews board succession plans
• Recommends the appointment or removal of directors

Policy for appointment of directors

Matching the needs of the company and enhancing the competencies of the Board guide the Nomination Committee when selecting candidate for appointment to the Board.

When recommending a candidate for appointment, the Nomination Committee has regard to:

• The extent to which the appointee is likely to contribute to the overall effectiveness of the Board and work constructively with the existing directors
• The skills and experience that the appointee brings to the role and how they will enhance the skill sets and experience of the Board as a whole.
• The nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee’s ability to exercise independent judgment
• The time commitment required from a director to actively discharge his or her duties to the Company
• The appointee’s other commitments that might demand his or her attention

Procedure for appointment of directors

• The nomination committee considers whether it is necessary and desirable to recruit additional directors bearing in mind:
  • The mix of skills and experience of existing directors
  • Business and strategic needs of the company
  • Need to replace directors before scheduled retirements
  • The opportunity to obtain the services of particular persons with desirable skills when they are available
• The Nomination Committee decides whether it is necessary to recruit additional directors to the Board.
• If additional non-executive directors are required, a short list of candidates is compiled by the Nomination Committee based on the skills required by the Board and the skills of the candidates.
• The Chairman and other directors then interview selected candidates and a recommendation is made by the Chairman to the full Board for appointment.