Our performance in 2009 - Sappi

Compensation report
In 2009, the compensation committee consisted of:
Mr D C Brink (chairman of the committee)
Prof M Feldberg
Mr H C Mamsch
Mr J D Mckenzie
Sir A N R Rudd
Dr D C Cronjé (group chairman) attended meetings ex officio, and at the invitation of the
committee, Mr R J Boëttger (group chief executive officer) and Ms L Swartz (group head human
resources) attended meetings except where matters pertaining to their own compensation were
considered. Mr D J O’Connor (group company secretary) also attended meetings by invitation.
All members of the committee are independent non-executive directors and all were members
of the board and committee at the year end. No committee member has any personal financial
interest (other than as shareholder), conflicts of interest arising from cross-directorships, or dayto-day
involvement in running the business.
During the course of the year, the committee met twice and conducted one teleconference call.
The committee reviewed and approved:
The management incentive plan rules for 2009
The annual incentive plan awards for 2008
The share grants made for 2009
The salary increases effective 01 January 2009
Reviewed and recommended the fees for non-executives directors for approval by shareholders
effective October 2009
Management sought advice from PricewaterhouseCoopers on tax and share scheme services
and reports were tabled at the compensation committee meetings. Kepler and Associates
provided ad hoc advice to management on remuneration practices and trends to assist with
background information and related support in formulating recommendations. Werksmans
Attorneys provided legal advice on the share scheme incentive programmes.
Compensation committee mandate
The compensation committee is responsible for:
2009 annual report
Ensuring that the compensation philosophy and practices of the group are aligned to the
strategy and performance goals and that the incentive structures for senior management do
not inadvertently motivate irresponsible or short-term behaviour which impacts on governance,
environmental or social issues;
Reviewing the compensation of executive directors and other senior key personnel to ensure
that they are fairly rewarded based on their level of responsibility, performance and contribution
to the company’s overall performance and that the compensation packages are market related
to attract, motivate and retain individuals;
Satisfying shareholders that the senior executive compensation is set by a committee of
independent directors who give due regard to the interests of shareholders and to the financial
and commercial health of the group that incentive awards will result in superior payments for
superior performance and nothing or very little incentive rewards for under-performance; and
Reviewing and agreeing proposals (submitted by the group executive committee) on the fees
and benefits of non-executive directors, including reference to external benchmarks, and to
make recommendations to the board.
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governance