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04
Transparency and accountability
Remuneration
report
– continued
Introduction
This report sets out the
company’s remuneration
principles and policy
for executive and non-
executive directors and
executive management,
and provides details of their
remuneration and share
interests for the financial
year ended 31 March 2017.
Role of the remuneration committee and terms
of reference
The remuneration committee (remco) acts on behalf of the board in
setting the remuneration policy of the group as a whole. It oversees total
remuneration for executive directors and senior executives, monitors
the execution of the remuneration policy for the organisation as a whole,
including non-executives, and makes recommendations to the board.
The committee is responsible for:
> determining the remuneration policy for all employees, including the
remuneration of executive directors and senior executives
> determining the total individual remuneration package of each of the
executive directors including guaranteed package, benefits in kind,
short-term incentive payments and share options. This includes undertaking
an annual review, through performance appraisals conducted by the GCEO,
of the performance of senior executives and reviewing their guaranteed
packages based on the extent to which senior executives have met their
performance targets, goals and objectives, as well as approving the annual
guaranteed package increases for all other management and bargaining
unit employees
> determining targets for performance-related incentive schemes
implemented in the company
> seeking board and shareholder approval for any long-term incentive scheme
and determining annual grants and share allocations to executive directors
and senior executives
> annually reviewing the terms and conditions upon which the executive
directors are employed and remunerated
> ensuring that contractual terms on termination and any payments made to
executives are fair to both the individual and the company
> reviewing succession plans of executive directors and senior executives and
ensuring a total company succession process is in place
> seeking board and shareholder approval for any substantial changes in the
remuneration policy
> ensuring regular dialogue with shareholders, to create and maintain a
mutual understanding of the meaning of performance and value creation, in
order to properly evaluate the remuneration policy
Remco composition
The remco is comprises of non-executive directors, all of whom are
independent, including the chairman. Executives attending Remco meetings
do so in an ex-officio capacity and attend by invitation as provided for in the
committee’s terms of reference.
A quorum for a meeting is a majority of members. The following executives
attend by invitation:
> SN Maseko (GCEO)
> IM Russell (chief administration officer) replaced by M Lekota (chief human
resources officer)
> DJ Fredericks (group chief financial officer)
> JC Smit (group executive: total remuneration and performance
management)
Refer to page 36 for the members of committee and meeting attendance.
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