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Both fixed and variable components are designed to ensure that<br />

a substantial portion of the remuneration package is linked to the<br />

achievement of the company’s strategic objectives, thereby aligning<br />

incentives awarded to improving shareholder value.<br />

A portion of the approved cash salary and the annual performance<br />

incentive elements of the chief executive, Mr CI Griffith, and chief<br />

financial officer, Mr VP Uren, were determined and paid in terms<br />

of separate employment agreements concluded between <strong>Kumba</strong><br />

International Trading SA (KITSA) and the respective executive<br />

director for services rendered outside South Africa.<br />

The remuneration paid by KITSA is calculated according to the<br />

time spent by the director on services performed offshore.<br />

Fixed remuneration<br />

Following established practice, the fixed salaries of executive<br />

directors are reviewed every year in January. Adjustments to the<br />

fixed packages are determined with reference to the scope and<br />

nature of an individual’s role and their performance and experience.<br />

The fixed packages are also compared with the median pay<br />

<br />

ensure market competitiveness and performance excellence. The<br />

review also takes into account any change in the scope of the role<br />

performed by the individual, changes required to meet the principles<br />

of the remuneration policy and market competitiveness. Reward<br />

benchmarking is conducted bi-annually when reward elements are<br />

compared with those of peer mining companies.<br />

In addition to a basic cash salary, executive directors receive benefits<br />

that include a contribution towards membership of one of the group’s<br />

approved medical health care schemes, vehicle benefits, vehicle insurance<br />

and security services. There are no other material benefits paid.<br />

Retirement and risk benefits, including life cover and death-in-service<br />

benefits are provided to executive directors subject to the rules of<br />

the <strong>Kumba</strong> Selector Pension and Provident Funds. During the year,<br />

contributions calculated as a percentage of the pensionable income<br />

are paid to contributory retirement schemes established and/or<br />

approved by the group and subject to the rules of the pension and<br />

provident funds. The employer’s retirement contribution is 9.5% of<br />

cost to company. The rate of contribution for each executive director<br />

is calculated on the basis of the assumption that executive directors<br />

will retire at the age of 60 years.<br />

The basic salaries payable to the executive directors for the 2010<br />

and 2011 financial year and proposed 2012 basic salaries are set<br />

out in the table below:<br />

2012<br />

Basic<br />

salary 1 2011<br />

Basic<br />

salary 2 2010<br />

Basic<br />

salary<br />

CI Griffith 4,616 4,269 3,953<br />

VP Uren – 3,504 3,197<br />

1 Included in the 2012 salary above is EUR51,212 to CI Griffith by KITSA in<br />

respect of services to be rendered in 2012.<br />

2 Included in the 2011 salary above is EUR49,007 to CI Griffith and USD46,688<br />

to VP Uren by KITSA in respect of services rendered as directors in 2011.<br />

Annual performance incentives<br />

In addition to fixed remuneration, each executive director participates<br />

in an executive performance incentive scheme, the Bonus Share<br />

Plan (the BSP). This incentive scheme is designed to reward and<br />

motivate the achievement of agreed group financial, strategic and<br />

performance objectives linked to the key performance areas of their<br />

respective portfolios.<br />

Cash awards under the BSP are determined annually, based on<br />

performance in the previous financial year. Performance of the group<br />

is assessed on various financial, business and strategic performance<br />

criteria and metrics, targeting EBIT and ROCE. For executive directors’<br />

cash awards, 50% will reflect the extent to which the company<br />

achieved its financial targets in 2011. The balance of the cash awards<br />

is determined by the extent to which certain personal strategic and<br />

other performance objectives were achieved by each executive director<br />

in 2011. Maximum earnings potential is set at 60% of annual BEC.<br />

The group’s EBIT target is set at budgeted levels, with an entry<br />

threshold at 95% and maximum payout at 110%. The group’s ROCE<br />

target is set at budgeted levels, with an entry threshold at 30% and<br />

maximum payout at 100%.<br />

The performance targets for executive directors within <strong>Kumba</strong>’s<br />

business operations will vary depending on business-specific<br />

strategic value drivers and key objectives as approved by the board.<br />

Focused value drivers derived from group business objectives<br />

include targets agreed for growth, safety and employment equity to<br />

ensure continued focus on these important business objectives.<br />

In 2011 the CEO’s performance targets were as follows: <strong>Kumba</strong><br />

financial targets – 50%; Safety targets – 10%; Production and<br />

sales – 20%; Anglo American plc earnings per share (EPS) – 10%;<br />

strategic initiatives and projects – 10%.<br />

In 2011 the CFO’s performance targets were as follows: <strong>Kumba</strong><br />

financial targets – 50%; safety targets – 10%; strategy execution,<br />

asset optimisation and strategic projects – 40%.<br />

In February 2011, the Remco considered an overall assessment of<br />

the financial performance of the group for the 2010 financial year<br />

and considered the personal performances of the participants in this<br />

executive performance incentive scheme, against the agreed group<br />

financial targets and the levels of achievement against their strategic<br />

and other key performance objectives within their respective areas<br />

of accountability. Following this, the Remco reported the outcome to<br />

the board which then approved the annual incentives for 2010.<br />

Long-term incentive plans<br />

Executive directors and executive management participate in<br />

one or more of the long-term incentive schemes described below<br />

as proposed by the Remco and approved by the board:<br />

<br />

<br />

<br />

since 2008);<br />

<br />

<br />

<strong>Kumba</strong> Management Share Incentive Scheme (no grants awarded<br />

since unbundling).<br />

Audited annual financial statements<br />

Annual Financial Statements 2011<br />

21

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