AFRICAN DAWN ANNUAL REPORT 2018 12 Corporate Governance 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. 22 February 2018 29 November 2017 Ms. V Lessing √ √ Mr. SM Roper √ √ Ms. HH Hickey √ √ 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 current salaries are limited by the financial constraints within the company. Once the profit and cash flow situations have been resolved the salaries will be reviewed and aligned to market value. Actual executive directors’ remuneration is set out in the table below: Total remuneration 2018 (R’000) Total remuneration 2017 (R’000) Company: Mr. WJ Groenewald 482 1,264 Mr. GB Hope 472 1,200 Actual non-executive directors’ remuneration is set out in the table below: Total remuneration 2018 (R’000) Total remuneration 2017 (R’000) Ms. HH Hickey 144 144 Ms. V Lessing 144 144 Mr. SM Roper 144 144 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; • ensuring that the remuneration packages of the all directors are submitted to the AGM for approval; and the executive directors should earn a fixed salary and suitable incentive based on their performance. 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 focus remains on costs saving, strict management of cash and building on basics, resulting in no salary increases 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. In the event that the remuneration policy is voted against by 25% or more of the voting rights exercised by shareholders at the AGM, the company will formally engage with such dissenting shareholders to understand the reasons for the dissenting votes, and will consider amending the remuneration policy. As the non-binding vote at the AGM held on 18th October 2017 was passed by the requisite majority, there was no further engagement with shareholders in this regard. During the year, executive directors in good faith forfeited their right to fixed salaries in order to relieve the company of this expense. It is intended that this forfeit be reversed in the near future and that suitable incentives based on performance be introduced. Accordingly given the current situation, the Company has not implemented a remuneration policy. The Board will consider implementing a remuneration policy when appropriate. Remuneration of non-executive directors is fixed and they are not paid per meeting attended due to the high number of ad-hoc meetings.
AFRICAN DAWN 2018 Annual Report
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