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