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Efora Energy Limited is a South African based independent African oil and gas company, listed on the JSE.

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Nominations Committee

1. Role

The Committee has an independent role, operating as an overseer and a maker of recommendations to the Board for its consideration and final approval. The Committee does not assume the functions of Management, which remain the responsibility of the Executive Directors, Officers and other Members of the Senior Management.

The role of the Committee is to assist the Board to ensure that:

1.1 the Board has the appropriate composition for it to execute its duties effectively;

1.2 directors are appointed through a formal process;

1.3 induction and ongoing training and development of directors take place; and

1.4 formal succession plans for the Board, Chief Executive Officer, and senior management appointments are in place.

2. Responsibilities

The Committee must perform all the functions necessary to fulfill its role as stated above and including the following:

2.1 Ensure the establishment of a formal process for nominating, electing and appointment of directors, including:

2.1.1  identification of suitable members of the Board;

2.1.2  performance of reference and background checks of candidates prior to nomination; and

2.1.3  formalising the appointment of directors through an agreement between the Company and the director;

2.1.4  ensuring that the Board comprises a balanced mix of male and female representatives, in line with the Board Gender Policy and paragraph 3.84 (or as amended from time to time) of the JSE Listings Requirements.

2.2  Oversee the development of a formal induction program for new directors.

2.3  Ensure that inexperienced directors are developed through a mentorship program.

2.4  Oversee the development and implementation of continuing professional development programs for directors.

2.5  Ensure that directors receive regular briefings on changes in risks, laws and the environment in which the Company operates.

2.6  Consider the performance of directors individually and of the Board as a whole, and take steps to remove directors who do not make an appropriate contribution.

2.7  Find and recommending to the Board a replacement for the Chief Executive Officer when it becomes necessary.

2.8  Ensure that formal succession plans for the Board; Chief Executive Officer and Senior Management appointments are developed and implemented.

2.9  Review and recommend the Board Gender Policy and review the status of female representation on the Board relative to the Board Gender Policy.


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