AFRICAN DAWN ANNUAL REPORT 2019 12 Corporate Governance continued To set a fair remuneration philosophy and apply a policy for the remuneration of Directors and employees of Afdawn. Composition: The Remuneration Committee consists of: Ms. HH Hickey, Mr. SM Roper, Ms. V Lessing (Chairperson) 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. 27 March 2018 9 April 2018 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 remain unchanged and this is submitted to shareholders at the AGM for approval by special resolution. The Remuneration and Nomination committee is combined. 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 paid is set out in the table below: Total remuneration 2019 (R’000) Total remuneration 2018 (R’000) Mr. WJ Groenewald 0 482 Mr. GB Hope 0 472 Actual non-executive directors’ remuneration is set out in the table below: Total remuneration 2019 (R’000) Total remuneration 2018 (R’000) Ms. J Slabbert - - 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; and • ensuring that the remuneration packages of non-executive directors of the Company are proposed at the AGM for shareholder approval. 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 cost savings, strict management of cash and building on basics, resulting in no salary increases within the Group. The key focus area of the Remuneration Committee was to liaise with employees where no remuneration policies have been approved yet. 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.
AFDAWN AR FINAL 2019
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