Corporate Governance continued 2. Remuneration committee (continued) Actual non-executive directors’ remuneration is set out in the table below: Total remuneration 2015 (R’000) Total remuneration 2014 (R’000) HH Hickey 120 150 WJ Groenewald 150 JK van Zyl 90 V Lessing 120 80 SM Roper 100 - CM Bull 40 JS van der Merwe 30 WN Luhabe 40 L Taylor 60 CF Wiese 70 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 AFRICAN DAWN 15 ANNUAL REPORT 2015 schemes and increases; and • ensuring that the remuneration packages of the all non-executive directors are submitted to the AGM for approval. The executive directors earn a fixed salary and suitable incentive based on their performance. Remuneration of non-executive directors is fixed and they are not paid per meeting attended due to the high number of ad-hoc meetings. The remuneration philosophy remains one of simplicity, practicality and sustainability which is aligned to market and industry trends. The policy ensures compensation for proven and sustainable performance both over the short and long term. The policies ensure that there are no incentives for risk taking and/or termination of contracts due to changes in management structure within the Group. The current executive remuneration consists of: • basic salary and suitable incentives for executive directors and executive management, and • non-executive board fees based on prevailing market rates for similar businesses (using the PricewaterhouseCoopers annual publication non-executive directors’ remuneration) as a guide. This comprises a fixed annual fee not related to the number of meetings attended. There are currently no share incentive schemes in place although this matter is still under consideration. 3. Group Executive Committees (“Exco”) Purpose: To actively manage the company and its subsidiaries on a day to day basis and align operations with Board strategies. Composition: Mr. WJ Groenewald, Mr. EA van Heerden, Mr. JK van Zyl and Ms. A Böhmert were appointed to the executive committee.
AFRICAN DAWN 2015 Annual Report
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