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AFRICAN DAWN Annual Report 2016

Corporate Governance continued 2. Remuneration committee (continued) The remuneration committee is required to meet at least twice a year. Details of actual meetings and attendance thereof is set out in the table below. In addition to the meeting below several ad-hoc meetings took place. Members 26 June 2015 18 December 2015 Ms. V Lessing √ √ Mr. SM Roper √ √ Mrs. HH Hickey √ √ Mr. WJ Groenewald # √ √ # invitee 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 three independent non-executive directors and the chairman of the committee is not the chairman of the Board. The main responsibility of the committee is to approve the remuneration of the executive Board members and any 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. Actual executive directors’ remuneration is set out in the table below: Total remuneration 2016 (R’000) Total remuneration 2015 (R’000) Mr. WJ Groenewald 1 263 1,727 Mr. EH van Heerden 1,737 1,342 GP. Hope (appointed as the CFO on 11 January 2016) 168 - Subsidiaries: A. Böhmert 1,560 1,347 JK. van Zyl 1,673 1,345 Actual non-executive directors’ remuneration is set out in the table below: Total remuneration 2016 (R’000) Total remuneration 2015 (R’000) HH Hickey 124 120 V Lessing 124 120 SM Roper 124 100 CM Bull 35 40 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 all directors are submitted to the AGM for approval. AFRICAN DAWN ANNUAL REPORT 2016 13


AFRICAN DAWN Annual Report 2016
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