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REMUNERATION REPORT<br />
FOR THE YEAR ENDED 31 DECEMBER 2011<br />
REMUNERATION REPORT<br />
KUMBA’S REMUNERATION PHILOSOPHY<br />
<strong>Kumba</strong>’s remuneration practices are based on the following tenets:<br />
<br />
<br />
<br />
element in support of <strong>Kumba</strong>’s strategy; and<br />
<br />
in relation to job responsibility, the employment market and<br />
personal performance.<br />
<strong>Kumba</strong>’s overall remuneration philosophy has remained unchanged<br />
since the listing of the company in 2006. However, some<br />
components of the remuneration elements were reviewed and<br />
amended during 2011.<br />
The Human Resources, Remuneration and Nomination Committee<br />
of the board of directors (Remco) has the task of applying principles<br />
of accountability and transparency to remuneration matters, so that<br />
the remuneration of directors and executive management is linked to<br />
performance and supports the group’s strategy, with the ultimate aim<br />
of creating value for shareholders.<br />
This report deals with the group’s Remuneration Policy, as well as<br />
the remuneration of directors and executive management for the<br />
2011 financial year. It includes:<br />
<br />
for directors and executive management and its support of<br />
group strategy;<br />
<br />
during 2011;<br />
<br />
directors and executive management;<br />
<br />
Committee, including executive directors;<br />
<br />
<br />
<br />
detailed descriptions of the various long-terms incentive awards<br />
and other information relating to 2011 payments.<br />
HIGHLIGHTS<br />
During the year the Remco focused specifically on:<br />
<br />
assessing pay for performance according to the targets set in<br />
terms of achieving <strong>Kumba</strong>’s goals;<br />
<br />
the principles and recommended practices of the King Code of<br />
Governance Principles for South Africa 2009 (King III);<br />
<br />
the SIOC Employee Share Participation Scheme which was<br />
implemented five years ago, and matured on 17 November 2011;<br />
<br />
mature in 2016; and<br />
<br />
THE REMCO<br />
The Remco has functioned as a sub-committee of the board since<br />
<strong>Kumba</strong>’s listing in 2006. When considering remuneration matters,<br />
it focuses on the company’s remuneration philosophy, on the<br />
determination of levels of remuneration and on annual and long-term<br />
incentive plans. The underlying philosophy is to offer remuneration<br />
that will attract, retain, motivate and reward directors, executive<br />
management and those employees who manifest the competencies<br />
required for the company to achieve its strategy, and to offer<br />
remuneration that is based on individual and company performance<br />
in accordance with competitive market practices.<br />
The role of the Remco in relation to the remuneration of directors<br />
and executive management is to:<br />
<br />
executive directors;<br />
<br />
pay and incentive schemes for directors and executive management;<br />
<br />
directors and executive management, including short-term<br />
incentive payments and long-term incentive share awards; and<br />
<br />
term incentive schemes are made.<br />
The role of the Remco in relation to the remuneration of employees<br />
generally is to:<br />
<br />
adjustments;<br />
<br />
are based;<br />
<br />
long-term incentive schemes to staff are made;<br />
<br />
employees; and<br />
<br />
to employees.<br />
During the year the members of the Remco comprised the<br />
following members:<br />
Mr AJ Morgan (chairman) and Mr PB Matlare. Both Mr Morgan and<br />
Mr Matlare are independent non-executive directors.<br />
Details of the directorate are available on page 86 of the Integrated<br />
Report 2011 as well as on the company’s website at:<br />
www.angloamericankumba.com/au_directorate.php.<br />
IR Page 86<br />
Audited annual financial statements<br />
Annual Financial Statements 2011<br />
19