According to the Code, a company shall have a Nomination committee and every year, the Board shall perform a systematic and structured evaluation of its work and present it to the Nomination Committee. On this point, the company deviates from the rules of the Code. Considering the company’s shareholding structure and size of the company, the company’s largest shareholders were of the view that it is not necessary to establish a nomination committee and that a direct nomination of persons for appointment as Board members is better suited in the company’s circumstances. As the company grows and the shareholder base of the company evolves, the company may reconsider whether establishing a nomination committee would be beneficial.
Shareholders of the company may, in accordance with the articles of association of the company, directly nominate a person to be elected as a Board member by submitting a notice in writing signed by a shareholder qualified to attend and vote at the general meeting for which such notice is given, expressing his intention to propose a person for election, together with a notice in writing signed by the person proposed to be elected indicating his or her willingness to be elected. Such notices need to be provided not less than seven and not more than forty-two days (inclusive of the date on which the notice is given) before the date appointed for the general meeting and must be sent to the registered office of the company. Members of the Board are appointed at the general meeting of the company by means of an ordinary resolution. The process of appointment and removal of Board members is conducted in terms of the memorandum and articles of association of the company and the Companies Act.