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Executive directors’ short-term incentives
The table below sets out the short-term incentives paid during 2011.
The short-term incentives awarded are based on performance in
the 2010 financial year and calculated as a percentage of basic
employment cost approved for the pay cycle.
Rand ’000
2010
Total fixed
remuneration
2010
BEC
used for
calculating
incentive
2011
Annual
incentive
paid
CI Griffith 4,195 3,953 2,044
VP Uren 3,527 3,197 1,618
Executive directors’ service contracts
Annual
incentive as
a percentage
of 2010
total fixed
remuneration
49%
(52% of BEC)
46%
(51% of BEC)
Executive directors are not employed on fixed-term contracts and
have standard employment service agreements with notice periods
of up to 12 months. No restraint of trade provisions apply and no
restraint payments have been made during the year. There are no
changes to control provisions or any provisions relating to payment
on termination of employment.
Mr VP Uren stepped down from his role as chief financial officer
on 31 December 2011. He continues to be employed by Kumba
in 2012 and will work exclusively on the legal issues until
30 June 2012.
1 June 2012. The recruitment process was conducted by an
extended nominations group and the appointment was made by the
Kumba board.
Employment
date*
Date first
appointed
to the board
CI Griffith 1 July 2009 1 July 2009
VP Uren 7 April 2006 7 April 2006
* In terms of the board charter, the termination of an employment contract of an
executive director will result ipso facto in the termination of his membership of
the board, unless the board determines otherwise.
Non-executive directors’ fees
The Remco recommends fees payable to the non-executive directors
for approval by the shareholders. Additional remuneration was paid
retrospectively on a once-off basis in respect of additional board
meetings held in 2010 in which various legal issues were discussed.
The annual fees payable to non-executive directors for the period
commencing 1 January 2011 were approved by the shareholders
at the AGM in May 2011. Fees are approved for an annual period
commencing on 1 January each year. The proposed fees for nonexecutive
directors for 2012, as noted in the following table, will
be submitted to the shareholders for approval at the next AGM in
May 2012.
The proposed fees were determined following a benchmarking
exercise using market data, including a survey of the top 40
companies listed on the JSE, which indicated a need for an
adjustment to bring the fees in line with the market. The board also
considered the increased scope of responsibilities for its committees,
taking into account specifically, the fact that both the Remco and
Safety, Sustainable Development, Social and Ethics Committees have
additional roles as nominations, and social and ethics committees,
thereby increasing the workload on the members of the respective
committees. The board is of the view that the fee increase proposal
is in line with the market and is appropriate.
Board meeting fees are set annually and are informed by a market
benchmark study conducted by an independent external service
provider. These fees are not dependent upon attendance of meetings.
No other supplementary fees are payable. Non-executive directors do
not participate in any of the company’s incentive schemes.
Non-executive directors’ fees approved for 2011 were as follows:
Rand 2011 2012
Chairman 1,100,000 1,116,000
Director 177,375 188,000
Audit Committee chairman 197,800 251,000
Audit Committee member 117,175 124,800
Risk Committee chairman 158,025 167,000
Risk Committee member 78,475 83,500
Safety, Sustainable Development,
Social and Ethics Committee* chairman 158,025 251,000
Safety, Sustainable Development,
Social and Ethics Committee* member 78,475 124,800
Human Resources, Remuneration and
Nomination Committee chairman 158,025 251,000
Human Resources, Remuneration and
Nomination Committee member 78,475 124,800
* Previously the Safety and Sustainable Development Committee
Non-executive directors are subject to retirement by rotation and
re-election by shareholders in accordance with the terms of the
articles of association of the company.
Executive Committee members’
remuneration
The fixed remuneration of members of the Executive Committee,
other than executive directors, was reviewed by the Remco at its
meeting held in November 2011. The fixed salaries were compared
with the median pay levels of other South African mining companies,
based on the scope and nature of each individual’s role and his or
her performance and experience.
The Remco at its meeting held in November 2011 approved the
appointment of each Executive Committee member as a prescribed
officer. The remuneration of each prescribing officer (excluding
executive directors) is disclosed in the following table.
As is the case with the executive directors, the members of the
group Executive Committee participate in the BSP.
Audited annual financial statements
Annual Financial Statements 2011
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