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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

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