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NVFH 2020 Integrated Annual Report

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Remuneration and

Nominations

Committee Report

NVest’s Remuneration and Nominations Committee have been assigned

responsibilities relating both to Group remuneration as well as responsibilities

ordinarily allocated to a Nominations Committee.

The Committee is empowered by the Board of Directors of NVest (“the Board”)

to set medium and long-term remuneration for Executive Directors and to further

assist the Board in ensuring that Group remuneration and recruitment is aligned

with the overall business strategy, with the aim of enabling NVest to attract and

retain personnel who will create long-term value for all stakeholders.

Jonathan Goldberg

Chairman - Remuneration

and Nominations Committee

and Group Board of Directors

BACKGROUND STATEMENT

The Board has considered the impact of the King IV Code on Corporate

Governance (“King IV”) on the Remuneration Policy as well as the amended

JSE Listing Requirements and presents this Report in two parts. The Chairman’s

and CEO’s Reports provide context to the decisions and considerations taken

during the reporting year which influenced the remuneration outcomes and will

influence remuneration going forward.

The Board has the task to ensure that the Company and the major subsidiary

Companies comply with the necessary principles as set out in the King Report on

Governance for South Africa (King IV) and relevant sections of the Companies

Act, 2008 (No. 71 of 2008) (“the Act”) when determining the remuneration of

senior Executives and Non-Executive Directors.

Since the presentation of the summary of the last Remuneration Policy (“the

Policy”) to shareholders, no material changes were made to the Remuneration

Policy and structure of the Group.

The Company has once again offered no awards in terms of its Share Incentive

Scheme and has made the decision not to offer any further performance-based

awards until it is comfortable that it has found a mechanism to ensure that any

awards offered are value-adding to the Group. The Company continues to

assess various alternatives available to it in terms of implementing a performancebased

Share Incentive Scheme.

Given the diversified nature of the Group, the intention of the Remuneration

Report is to provide an overview and understanding of NVest’s remuneration

philosophy and focuses on Executive and Non-Executive Director remuneration.

Terms of Reference:

The Committee’s framework is guided by the Committee’s terms of reference

which have been approved by the Board. The terms of reference are reviewed

every twelve to fifteen months to ensure that they are updated in line with relevant

new legislation and are always aligned with the Group’s prevailing strategy.

Committee members, meeting attendance and assessment:

The Committee is independent and consists of three Independent Non-Executive

Directors. It meets at least twice per year as per the terms of reference. Executive

NVest Financial Holdings Limited | INTEGRATED ANNUAL REPORT 2020 61

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