Audit and Risk Committee

The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s financial reporting; reviewing and monitoring the Group’s relationship with the external auditor and the effectiveness of the external audit; reviewing the effectiveness of the Group’s Internal Audit function; and reviewing and monitoring the effectiveness of the Group’s systems of internal control and risk management processes. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-year reports remains with the Board. The members of the Audit and Risk Committee, which meet no less than four times annually, are: Alan Grieve (Committee Chair), Trevor Peterson, Tom Singer and Steve Weiner.

The terms of reference of the Audit and Risk Committee is reviewed at least annually.

Clinical Performance and Sustainability Committee

The Clinical Performance and Sustainability Committee, which although is not a requirement of the United Kingdom Corporate Governance Code, assists the Board in promoting a culture of excellence in patient safety, quality of care and patient experience by, among other things, monitoring the clinical performance of the Group; and ensuring that the Group is and remains a good and responsible corporate citizen by monitoring the sustainable development performance of the Group. The members of the Clinical Performance and Sustainability Committee, which meet not less than four times annually, are: Dr Felicity Harvey (Committee Chair), Dr Muhadditha Al Hashimi, Dr Anja Oswald, Dr Ronnie van der Merwe (Group Chief Executive Officer) and Steve Weiner.

The terms of reference of the Clinical Performance and Sustainability Committee is reviewed at least annually.

Disclosure Committee

The Disclosure Committee is constituted as a management committee and assists the Board to ensure the timely and accurate disclosure of information, and where such information is regarded as inside information, ensure that the Company’s controls and procedures relating to inside information are adhered to. The members of the Disclosure Committee are: Dr Ronnie van der Merwe (Group Chief Executive Officer), Jurgens Myburgh (Group Chief Financial Officer), Gert Hattingh (Group Chief Governance Officer) and James Arnold (Head: Investor Relations).

The terms of reference of the Disclosure Committee is reviewed at least annually.

Investment Committee

The Investment Committee provides strategic input and direction on capital allocation and growth opportunities in new geographies; reviews and approves or makes recommendations to the Board regarding proposed investments and capital expenditures, depending on authority levels; reviews and makes recommendations to the Board regarding debt funding, as well as refinancing of existing debt facilities; and monitors performance of approved investments. The members of the Investment Committee are: Jannie Durand (Committee Chair), Dame Inga Beale, Alan Grieve, Danie Meintjes, Jurgens Myburgh (Group Chief Financial Officer) and Dr Ronnie van der Merwe (Group Chief Executive Officer).

The terms of reference of the Investment Committee is reviewed at least annually.

Nomination Committee

The Nomination Committee assists the Board in reviewing succession planning within the Board, theGroup Executive Committee and their direct reports; reviewing the structure, size and composition, including diversity and independence, of the Board and its committees; identifying potential candidates to be appointed as directors or members of Board committees, as the need arises; establishing and overseeing the process for the annual evaluation of the Board, its committees, the Chair and individual directors; and establishing the Board Diversity Policy and reviewing diversity progress within the Board, the Group Executive Committee and their direct reports.The members of the Nomination Committee, which meet not less than twice annually, are: Dame Inga Beale (Committee Chair), Jannie Durand, Alan Grieve, Dr Felicity Harvey and Dr Anja Oswald in line with the recommendations of the United Kingdom Corporate Governance Code to appoint a nomination committee with the majority of the members being independent non-executive directors.

The Board supports the principle of boardroom diversity in general and takes boardroom skills diversity seriously. It believes that the Board will benefit from different skills; geographical, educational and professional backgrounds; industry experience; age; race; gender; social and ethnic backgrounds; cognitive and personal strengths; and other characteristics; and considers these matters regularly at Board and Committee meetings. In this regard, the Board has adopted a Board Diversity Policy which the Nomination Committee shall apply when new Board or Board committee appointments are made.

The terms of reference of the Nomination Committee is reviewed at least annually.

Remuneration Committee

The Remuneration Committee assists the Board in determining the Group’s remuneration strategy and

policy, having regard for the alignment of incentives and rewards with the Group’s culture; reviewing remuneration and related policies for the workforce across the Group, taking these into account when setting the Remuneration Policy; establishing the operation of appropriate parameters for the Group’s performance-related pay schemes; and determining the total remuneration package for the Chair of the Board and each element of the total individual remuneration package for each executive director, other members of the Group Executive Committee and certain other executives (including the Group Company Secretary) and ensuring these support and are linked to the Mediclinic Group Strategy and promote its long-term sustainable success. The members of the Remuneration Committee, which meet not less than twice annually, are: Trevor Petersen (Committee Chair), Dame Inga Beale, Tom Singer and Steve Weiner, with Jannie Durand as a permanent invitee, in line with the recommendations of the United Kingdom Corporate Governance Code to appoint a remuneration committee comprising at least three independent non-executive directors.

The terms of reference of the Remuneration Committee is reviewed at least annually.