NICHOLSON COMMITTEE OF INQUIRY REPORT

Compliance with Nicholson Report Aside from – (a) recommendation 357 of the Nicholson Report which reads as follows “ 357.We are of the view that the changes, initiated in New Zealand and continued in Australia and the ICC, with regard to amending the constitution of CSA, so as to elect a smaller board, with a majority of independent, professionally skilled, non-executive directors, ought to be effected in South Africa”; and (b) recommendation 359 of the Nicholson Report which reads as follows: “359. Insofar as the board is concerned, for similar reasons, we would recommend that a board be constituted, consisting of nine non-executive directors, to be voted for by the affiliates, with each director being required to enjoy two thirds support from the total of affiliates. We would further advise that the other directors consist of the CEO, the treasurer and secretary.”, Cricket SA, in essence, had adhered to all the other recommendations contained in the Nicholson Report.

Deviation from Nicholson Report On 9 January 2013 the CSA Board at a special general meeting made the following decisions by consensus which were supported by SASCOC: The Board Chairperson will be the elected President of CSA; A Lead Director will be appointed from among the independent directors to guide the Chairperson as proposed in King III. In terms of King III the Board of Directors (both independent and non-independent) will elect the Lead Director. In terms of the arbitration between CSA and Sascoc, Mr. Norman Arendse will be one of the independent directors recommended to the Members’ Forum for election to the CSA Board. Each candidate will have to achieve a majority of more than 50 percent to be elected. The Company is required to elect five directors. If any of the recommended five does not make the required percentage, then the two alternative nominations will kick in. The voting will be done by ballot. The Board structure will in the interim consist of five independent directors and seven non-independent directors elected by the Members’ Forum, taking cognisance of geopolitical boundaries as far as it is possible. After a period of 18 months the Board will be increased to comprise seven independent Board members and nine geopolitical non-independent representatives. The CSA Final report, accepted by the Minister, in response to the Nicholson Committee of Enquiry, is to be used as a guiding document by both the new Board and the Members’ Forum in order for maximum benefit to be derived from the process and ensure that CSA’s governance structure is strengthened.

REASONS FOR DEVIATION SA is a developing and not a developed country, hence making it not feasible nor realistic or practical for that matter to adhere to recommendation 357 and 359 of the Nicholson Report in toto insofar as the independency of the CSA Board is concerned. Cricket SA, however, has made provision for the appointment of 5 independent directors as alluded to and, in addition, has ensured that an independent lead director is appointed as required in terms of the King III Report to guide and advise the non-independent President and Chairperson of CSA.