2007 Annual Report - Sappi

Notice to Shareholders continued
conditions and at such times as the directors may from time
to time in their discretion deem fit.”
No issue and/or sale of these shares is contemplated at
present or will be made which could effectively transfer
control of Sappi without the prior approval of shareholders
in general meeting.
6. Ordinary resolution number 4: Non-executive directors’ fees
“Resolved that until otherwise determined by Sappi Limited
(Sappi) in general meeting with effect from 01 October
2007, the remuneration of the non-executive directors for
their services shall be adjusted as follows:
1. Sappi board fees From To
Chairperson
If South African resident ZAR1,400,000pa* To be decided by
the board
* Inclusive of all committee fees and consultancy fees.
Senior independent non-executive director
If South African resident ZAR300,000pa ZAR324,000pa
Other directors
If South African resident ZAR200,000pa R216,000pa
If European resident GBP33,000pa GBP34,000pa
If USA resident US$50,000pa US$52,000pa
2. Audit committees
Group committee
Chairperson
If South African resident ZAR200,000pa ZAR216,000pa
If European resident GBP33,000pa GBP34,000pa
If USA resident US$50,000pa US$52,000pa
Other members
If South African resident ZAR100,000pa ZAR108,000pa
If European resident GBP16,500pa GBP17,000pa
If USA resident US$25,000pa US$26,000pa
Regional audit committees
Chairperson
If South African resident ZAR26,000 ZAR28,000
per meeting per meeting
If European resident GBP4,250 GBP4,400
per meeting per meeting
If USA resident US$6,250 US$6,500
per meeting per meeting
3. Human resources committee
Compensation committee
Nomination and governance committee
and any additional committees
Chairperson From To
If South African resident ZAR125,000pa ZAR135,000pa
If European resident GBP20,000pa GBP20,500pa
If USA resident US$30,000pa US$31,000pa
Other members
If South African resident ZAR65,000,pa ZAR70,000pa
If European resident GBP14,000pa GPB14,400pa
If USA resident US$18,000pa US$18,700pa
4. Additional meeting fees
Board meetings in excess of five meetings per annum (whether
attended in person or by tele-conference/video-conference)
From
To
If South African resident ZAR20,000 ZAR21,600
per meeting per meeting
If European resident GBP3,300 GBP3,400
per meeting per meeting
If USA resident US$5,000 US$5,200
per meeting per meeting
5. Travel compensation From To
For more than 10 flight US$2,500 US$2,600
hours return per meeting per meeting
Sappi indicated in the notice to shareholders dated
06 December 2004 that it planned to review directors’ fees
annually in future. Ordinary resolution number 2 increases the
remuneration currently paid to non-executive directors (save for
the non-executive chairperson), and board committee members
by between approximately 3% and 8% per annum depending
generally on the domicile of the directors and the currency in
which they are paid, with effect from 01 October 2007. The fees
were last increased with effect from 01 October 2006 and have
been reviewed to ensure that Sappi’s fees remain generally
comparable with those of its peer companies in the various
countries in which its directors are domiciled. It is intended that
a new non-executive chairperson will be elected during
the current financial year. The remuneration of the new
non-executive chairperson will be determined by the board.
The responsibility of non-executive directors continues to
increase substantially flowing from legislative, regulatory and
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