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The board and the remuneration committee present their remuneration
report setting out information applicable to executive remuneration,
directors’ fees, pension and other benefits, short, medium and long term
bonus incentive remuneration and share incentive plans. The information
provided in this report has been approved by the board on the
recommendation of the remuneration committee.
Following the introduction of King III on 1 March 2010, the remuneration
committee has analysed the extent to which the company’s remuneration
policy and its remuneration report comply with the principles and recommendations
of King III as regards the remuneration of directors and senior
executives. As a consequence of this review, the remuneration policy has
been clarified in certain aspects as advocated by King III and this revised
policy is summarised, where applicable, in the remuneration report.
In addition, the level of disclosure included in the remuneration report has
been enhanced in line with King III, including, for the first time, disclosure
of the aggregate remuneration of the Top 3 employees who are not
directors of the company.
The company will also be presenting its remuneration policy to its
shareholders at its upcoming annual general meeting, for purposes of
obtaining a non-binding advisory vote.
THE REMUNERATION COMMITTEE
During the year under review, the remuneration committee (the committee)
comprised of Messrs IN Matthews (chairman), PL Campher, MP Egan, and
MV Moosa. All members are non-executives, and save for Mr MV Moosa,
are considered independent. The committee satisfied its responsibilities
in compliance with its written terms of reference in all material respects
during the year.
The committee reviews the design and structure of executive director and
senior executive salary packages and policies, incentive schemes and share
incentive programmes to ensure they motivate sustained high performance
throughout the group and retain the key executives within the group.
The committee has adopted written terms of reference, that have been
revised to include the majority of the remuneration related principles
contained within the ambit of King III, as approved by the board. The terms
of reference require the committee, inter alia, to:
� ensure that competitive reward strategies and programmes are in
place to facilitate the recruitment, motivation and retention of high
performance executive directors and senior executives in support of
realising corporate objectives and in safeguarding shareholder interests;
� develop and implement a philosophy of remuneration and disclosure
to enable a reasonable assessment of reward practices and governance
processes to be made by stakeholders;
� recommend the level of non-executive directors’ and board committee
fees to the board having reviewed the evaluation of their performance
by the nomination committee and received the proposals/recommen-
REMUNERATION REPORT
dations of the executive directors, for consideration and approval by
shareholders;
� ensure consideration is given to executive succession planning in the
group;
� appraise the executive performance of the chief executive and his direct
reports annually as a pre-requisite for the review and determination of
their remuneration, subject to consideration of the short and longer
term components of their remuneration and individual contributions
and performance;
� review compulsory group employee benefits and costs relevant thereto,
and ensure the proper administration of the company’s share incentive
schemes;
� review the levels of authority of the chief executive; and
� evaluate its own performance and effectiveness annually.
The chief executive and director: group human resources attend all meetings
of the remuneration committee by invitation, unless deemed inappropriate
by the committee.
No executive director or senior executive is present at meetings of the
committee when his/her own remuneration is discussed or considered.
The chairman of the committee, or in his absence another member of the
committee, is required to attend the annual general meeting to answer
questions on the subject of remuneration.
The remuneration committee is required to meet formally at least twice a
year and as indicated in the attendance table on page 107, four meetings
were held during the 2010 financial year with a further meeting held to
the date of this report. The committee is pleased to report full attendance
at all meetings.
During the year under review, in addition to attending to the consideration
of the King III principles and other regular matters, the committee dealt
with the following:
� the retention of key senior management;
� conducting a committee performance and effectiveness evaluation
and addressing identified issues for improvement such as the
requirement for additional training on the group’s new performance
management system;
� greater diversity in the composition of the committee;
� implementation of the new performance management system; and
� the split of non-executive directors fees into base and attendance
fees.
The committee is cognisant that even though the performance and
effectiveness evaluation evidenced the sound effectiveness of the committee,
there remains room for improvement and has either undertaken or will
undertake measures to address identified issues.
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