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AFRICAN DAWN ANNUAL REPORT 14

Corporate Governance continued 2. Remuneration committee Purpose: To set a fair remuneration philosophy and apply a policy for the remuneration of Directors and employees of Afdawn Group. Composition: The remuneration committee consists of: HH Hickey, WJ Groenewald, V Lessing The remuneration committee should meet at least twice a year. Details of actual meetings and attendance thereof is set out in the table below. Due to the sensitivity and importance of remuneration, it is specifically managed by a separate remuneration committee assisted by the human resources department. The remuneration committee consists of two independent non-executive directors and one executive director and the chairman of the committee is not the chairman of the Board. The approved terms of reference of the committee were reviewed in the period under review. The main responsibility of the committee is to approve the remuneration of the executive Board members and significant adjustments to employee remuneration. The executive directors suggest the remuneration of the non-executive directors and this is submitted to shareholders at the AGM for approval by special resolution. The committee felt that the current remuneration of directors is in line with the market, and will ensure that the Group retains the required skills and expertise within the Group. At the Company’s AGM held on 15 October 2013 a reduction in the non-executive directors fees from R240 000 to R120 000 per annum was approved. Actual executive directors’ remuneration is set out in the table below: Actual non-executive directors’ remuneration is set out in the table below: Roles and responsibilities: • determining, reviewing and approving the Company’s policy on remuneration for both executives and managers; • the finalisation of annual increases for the Group employees; • the policy for determining executive management remuneration; • the remuneration packages for the executive management team and financial director, including bonuses, incentive schemes and increases; and • ensuring that the remuneration packages of the non-executive directors are submitted to the AGM for approval. The executive directors earn a fixed salary and a suitable incentive determined by their performance. AFRICAN DAWN 1 4 ANNUAL REPORT 2014 TF Kruger (Invitee) CF Wiese WJ Groenewald L Taylor GE Stoop (Invitee) HH Hickey JS van der Merwe 4 April 2013 √ √ √ √ √ √ - 28 May 2013 - √ √ √ - √ √ Company: Mr. TF Kruger Mr. JS van der Merwe Subsidiary: Dr GE Stoop Total Remuneration 2014 (R’000) 2 000 1 069 1 605 Total Remuneration 2013 (R’000) 1 700 - 1 526 HH Hickey WJ Groenewald JK van Zyl V Lessing WN Luhabe L Taylor CF Wiese Total Remuneration 2014 (R’000) 150 150 90 80 40 60 70 Total Remuneration 2013 (R’000) 240 240 - - - 240 240


AFRICAN DAWN ANNUAL REPORT 14
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