Remuneration Report

The Remuneration Committee is a sub-committee of the Board and comprises of two non-executive directors. The following directors served as members of the committee during the reporting period:
– Dr CH Wiese: non-executive chairman
– Mr JA Louw: independent non-executive director

The Chief Executive Officer and the Deputy Managing Director attend the meetings of the committee by invitation to advise on remuneration and other related matters. The committee functions in terms of a charter formally approved by the Board and its main responsibilities can be summarized as follows:

consideration and approval of the remuneration of executives and other members of management;
to approve any changes in the structure of short or long-term incentive schemes of the Group; and
to make recommendation to the Board on the remuneration to be paid to non-executive directors.

The committee is chaired by a non-executive director and meets as deems appropriate, but at least once a year. Further meetings may be convened by the chairperson or any other member of the committee. The committee is satisfied that it has discharged its responsibilities for the period under the review in compliance with its terms of reference.

Details of attendance of meetings by the members of the committee are set out below:

NON-EXECUTIVE DIRECTORS’ FEES
Non-executive directors receive fees for their services on the Board and Board committees. Fees for non-executive directors are recommended by the committee to the Board. The Board recommends these fees to shareholders for approval at the annual general meeting. These fees reward the directors fairly for the time, expertise and service provided to the Board based on an annual benchmarking of non-executive directors fees. No incentives were awarded to non-executive directors during the reporting period.