GOVERNANCE AND REMUNERATION

Ian Tyler

Chairman of the Nomination Committee

Dear Shareholder,

Following the completion of the Combination of Al Noor Hospitals Group plc (“Al Noor”) and Mediclinic International Limited (the “Combination”) on 15 February 2016, it is my pleasure to report on the activities of the Nomination Committee (the “Committee”) for the year to 31 March 2016. As part of the completion process, the membership of the Board and its Committees was refreshed. The Committee believes that these appointments and the inclusion of independent non-executive directors have provided additional financial, strategic, clinical and industry skills and expertise to both the Board and its Committees. The Committee has, following the Combination, been predominantly focused on succession planning, diversity and the composition of the Board and its Committees, which is explained in more detail in this report.

Committee Composition and Meeting Attendance

The current composition of the Committee meets the requirements of the UK Corporate Governance Code 2014 (the “Code”), with the majority of members being independent non-executive directors. The appointments of all the directors to the Board (other than myself and Seamus Keating, who were appointed in 2013) took place on 15 February 2016, following the Combination. Biographical details of all Committee members are included in Board of directors.

The composition and attendance of Committee meetings are set out in this table.

NOMINATION COMMITTEE MEETING ATTENDANCE

Name Role Number of Committee
meetings attended prior
to Combination
Number of Committee
meetings attended
after Combination2
Mubarak Matar Al Hamiri1 Independent non–executive director 1 of 1 n/a
Kassem Alom1 Non–executive director 1 of 1 n/a
William S. Ward1 Independent non–executive director 1 of 1 n/a
Ian Tyler
(Committee Chairman)
Senior Independent Director 1 of 1
Jannie Durand Non–executive director n/a
Dr Edwin Hertzog Non–executive director n/a
Prof Dr Robert Leu Independent non–executive director n/a
Trevor Petersen Independent non–executive director n/a
Desmond Smith Independent non–executive director n/a
1 These Committee members served during the year and were appointed in 2013 to the entity when it was known as Al Noor Hospitals Group plc, prior to the Combination. They retired on the date of completion of the Combination on 15 February 2016.
2 Two ad hoc Committee meetings were held since the Company’s financial year end.

The Company Secretary is Secretary to the Committee and attends all meetings. Other attendees at Committee meetings may, from time to time, and upon invitation from the Committee, include the Chief Executive Officer, Danie Meintjes and Karin Walters, Talent and Organisational Development General Manager.

Role and responsibilities

The Committee is responsible for evaluating the structure, size and composition of the Board and its Committees, and gives consideration to the skills, knowledge, experience and diversity within each. The Committee also considers succession planning of executive and non-executive directors, including the Chairman.

Leadership, strategic issues and commercial changes affecting the Company and the market in which it operates are kept under review by the Committee: to ensure the needs of the Group (both executive and non-executive) are met, with a view to providing the continued ability of the Group to compete effectively in the marketplace. In addition, the Committee makes recommendations regarding the appointments of Chairmen of the Audit and Risk Committee and Remuneration Committee respectively, and, in consultation with the relevant chairmen, also makes recommendations regarding other appointments to these Board Committees. When considering appointments to the Board, the Committee considered each candidate’s time commitments and any potential conflicts of interest.

The Board welcomes the recommendations of the Davies Review of Women on Boards. The Board not only supports the principles of boardroom diversity, it also takes boardroom skills diversity seriously and actively considers this matter regularly at Board and Nomination Committee meetings. The Board believes that maintaining an appropriate balance of skills, knowledge, experience and backgrounds is imperative and is related to it being able to perform its role effectively. A Board skills diversity policy has been adopted and as part of the Committee’s role in identifying and nominating suitable candidates for the Board’s approval in the course of succession planning, the Committee will continue to review candidates from a variety of backgrounds with the objective of the Board becoming more diverse. Further detail on the Board and Company’s commitment to diversity can be found in the Corporate governance statement.

In accordance with the Code, each director will be subject to annual re-election at the annual general meeting (“AGM”). To this end, the Committee evaluates the best interests of the Company as a whole and recommends the elections or re-elections to the Board, where considered appropriate.

Main Activities

The Committee, in its current form, met twice in the period following the Combination and up to the Last Practicable Date. The attendance of Committee meetings attendance is shown in the Nomination committee report. The Committee’s activities during the financial year are detailed herein and include the position prior to and following the Combination.

Prior to Combination: Al Noor Hospitals Group plc

During the year, (and prior to the Combination), the areas of focus for the Nomination Committee of the entity formerly known as Al Noor Hospitals Group plc, the UK entity, included a review of the composition, balance, skills and diversity of the Board as a whole. Following this review, a search for an additional non-executive director to enhance the independence, clinical experience and female representation on the Board was undertaken. Heidrick & Struggles (UK) Limited, a leading executive search firm who assisted Al Noor with the recruitment of a non-executive director in 2013 and Chief Executive Officer in 2014, was appointed to assist with the search of a potential non-executive director. However, the recruitment process was postponed as a result of the reverse takeover of Mediclinic International Limited and subsequent Combination.

The Board and Committee evaluation process for Al Noor was scheduled to take place in March of this year and thus was not completed for the year to 31 March 2016 as the Combination was effective on 15 February 2016.

Mediclinic International Limited

In the run up to the Combination, the predominant focus of the Nomination Committee of Mediclinic International Limited, being the South African entity, was focused on preparation and appointments for the Board of the combined entities. The Committee considered the composition of the Board upon completion of the Combination and made recommendations to the Board accordingly. Particular consideration was given to ensure the Board was collectively independent, had balance and a range of suitable skills, expertise and experience.

Prior to the Combination, the Nomination Committee of Mediclinic International Limited completed self-evaluation feedback. The results were considered and discussed and the Committee was satisfied that it had carried out its duties effectively throughout the year.

After the Combination: Mediclinic International plc (FORMERLY AL NOOR HOSPITALS GROUP PLC)

Since the Combination, the Committee has reviewed and updated its terms of reference and Board policy on Diversity. The Committee’s main focus since the Combination has been the appointment of an alternate director to Mr Jannie Durand and the recruitment of Mr Jurgens Myburgh as successor for the current Chief Financial Officer, Mr Craig Tingle, who in February 2016 announced he would be retiring later in the year.

In accordance with the Company’s relationship agreement with its principal shareholder, Remgro Limited (“Remgro”), Remgro is entitled to appoint up to a maximum of three directors to the Board (provided that the right to appoint a third director is subject to the requirement that the Board will, following such appointment, comprise a majority of independent directors). Mr Jannie Durand represents Remgro on the Board of directors and was appointed at the time of the Combination. Mr Pieter Uys was appointed as an alternate director to Jannie Durand on 7 April 2016. Mr Pieter Uys is the Head of Strategic Investment at Remgro and provides the Board with additional knowledge and experience in global investment, strategy and finance. Shareholder approval will be sought for all directors appointed at the time of the Combination, excluding the alternate director Pieter Uys. The Articles of Association of the Company permit any director to appoint any person to be their alternate and each director may at their discretion remove an alternate director so appointed.

Over the course of the search for a successor for Mr Craig Tingle, the Committee considered both internal and external candidates. Following an extensive appointment process against set criteria, Jurgens Myburgh was identified as the successful candidate due to his extensive financial background, in-depth knowledge of the Company and experience of working for a geographically diverse and dual listed company. Accordingly, the Committee recommended the appointment to the Board, which was approved on 10 May 2016.

The Committee actively considers the structure, size and composition of the Board when contemplating succession planning for the year ahead. Whilst it recognises that the existing skills and expertise of the current Board is extensive, it intends to appoint two additional non-executive directors during 2016 and 2017 to further deliver a diverse range of core skills (including financial, clinical, healthcare industry and operations expertise) and increase female representation on the Board.

Board and Committee Evaluation

As detailed above, due to the timing of the Combination, an evaluation of the Board and its Committees was not recently undertaken as the Board and its Committees had met once prior to the financial year end. An internal evaluation by way of questionnaire will be conducted next year and an externally facilitated performance evaluation will be conducted every three years thereafter.

Directors Election and Re-Election

The directors (other than myself and Mr Seamus Keating) will all stand for election as it is the first AGM since our respective appointments. In accordance with the recommendation for FTSE 350 companies set out in the Code, Mr Seamus Keating and I will stand for annual re-election as we were appointed in 2013. All of the Company’s directors will stand for re-election at the 2017 AGM. The biographical details of the current directors can be found on pages 60 to 61. The terms and conditions of appointment of non-executive directors, which includes their expected time commitment, are available for inspection at the Company’s registered office.

Signed on behalf of the Nomination Committee

Ian Tyler

Chairman of the Nomination Committee

25 May 2016