Nominations Committee report

During FY22, the Nominations Committee continued to oversee the evolution of the Board refreshment.

On 1 March 2022, I became Chair of the Board of Datatec in succession to Stephen Davidson and also took over as Chair of the Nominations Committee. At the same time, I stepped down as Chair of the Remuneration and Social and Ethics Committees and remained a member of both committees. Stephen Davidson was appointed Chair of the Remuneration and Social and Ethics Committee.

Deepa Sita joined the Board as an independent non-executive director of the Company with effect from 1 March 2022 and was appointed to the Remuneration Committee.

Deepa is an executive director and CFO of Tiger Brands Limited and has excellent experience in a wide range of executive roles as a CFO including Masswarehouse (a division of Massmart Holdings Limited) and GIBS, University of Pretoria. She is a Chartered Accountant (SA) and holds an MBA (cum laude) from GIBS, University of Pretoria and a BCom (Acc) Honours from the University of Johannesburg. Her contributions and perspectives will be a valuable addition to the governance of Datatec.

The Board currently comprises nine directors: two executives, the CEO and CFO; and seven independent non-executive directors including the Chair. The Nominations Committee considers the current Board to be very well balanced in terms of skills and experience. The gender diversity of the Board exceeds the Board's policy requirements by having three female members. As an international Group, Datatec requires an international perspective at Board level and this is represented by a range of nationalities and geographic experience among the directors.

SHAREHOLDER CONSULTATION

In November 2021, Stephen Davidson and I held a series of meetings with key shareholders to confer on environmental, social and governance (“ESG”) matters including the evolution of Board succession. Shareholders' views on the Board structure and succession are most important to us and we welcome further engagement.

DIVERSITY

In terms of gender diversity, the Nominations Committee has given priority to seeking female candidates to fill non-executive director vacancies. In terms of race diversity, it is Datatec's policy to promote race diversity at Board level and the Board is satisfied that this aim is being achieved.

Annually, the Nominations Committee will discuss and agree proposed objectives, including, without limitation, the setting of voluntary targets, for achieving diversity on the Board and recommend the same to the Board for approval and adoption.

The policy on promotion of diversity at Board level and disclosure of how the policy has been applied during the year is available on the website www.datatec.com.

INDEPENDENCE AND LENGTH OF SERVICE

The Nominations Committee and the Board review the independence of the non-executive directors thoroughly each year. This review takes into account the length of service as a factor to be carefully considered in the assessment among other factors. The review process followed by the Nominations Committee and Board highlights issues such as whether a non-executive director has the ability to control or significantly influence management, controls a significant number of shares in the Company or any of its subsidiaries, or has any contractual relationships with the Company.

The Company will continue to review the independence of its non-executive directors and regularly engage with its stakeholders to ensure good governance.

SUCCESSION PLANNING

Succession planning for the Board, management team and senior executives is the responsibility of the Board, assisted by the Nominations Committee. There is a formal succession plan in place for the Chair, CEO, CFO, Board, Board committee chairs and senior management that is reviewed annually by the Nominations Committee. The committee then reports to the Board, which determines if any action needs to be taken.

Two directors have more than 12 years' service on the Board: John McCartney and Stephen Davidson who are in the process of transferring their experience to the newer non-executives ahead of their retirement at the 2023 AGM.

NEW APPOINTMENTS

A formal induction programme for directors is in place which comprises a presentation on responsibilities, familiarisation meetings and reviews of prior Board and committee meetings as well as meetings with the executive teams at Group and divisional levels. Training is provided with regard to the Companies Act, JSE Listings Requirements and King IV Code. The management appointments made by the Board ensure that the appointment of and delegation to management contribute to role clarity and effective exercise of authority and responsibilities.

OUTLOOK

During FY23, the Nominations Committee will seek a new independent non-executive director to join the Board ahead of the retirement of John McCartney and Stephen Davidson.

Shareholder consultation will continue to be undertaken by me and committee Chairs on all aspects of governance. Shareholders' views on the Board structure and succession are always most important to us.

Maya Makanjee
Chair, Nominations Committee

May 2022

Directors attendance at Nominations Committee meetings during FY22 and subsequently to the date of this report (all meetings were scheduled), is as follows:

	10 March 2021	15 July 2021	26 October 2021	25 January 2022	9 March 2022
M Makanjee	P	P	P	P	P
SJ Davidson	P	P	P	P	P
JF McCartney	P	P	P	P	P
E Singh-Bushell	P	P	P	P	P

P = Present

The CEO and CFO may be invited to attend the committee's meetings, but neither may take any part in decisions regarding their own succession.

The committee is responsible for making recommendations to the Board regarding the appointment of new executive and non-executive directors and makes recommendations on the composition of the Board generally. The committee ensures that director appointments are formal and transparent and oversees succession planning for the Board and senior management.

The committee is satisfied that it has met its responsibilities for the year with respect to its terms of reference.

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set out in its charter.

The Chair of the committee reports on the committee's activities at each Board meeting and will be available at the AGM to answer questions about the committee's work.