Nominations and Remuneration Committee

The Nominations and Remuneration Committee is chaired by independent non-executive director, Danie Vlok, and further comprises two non-executive directors, one of whom is independent. The board has satisfied itself with the level of experience and competency of the committee members.

The committee usually meets three times annually but during the year only met once. Attendance at meetings is set out in the table on page 41.

The committee’s Terms of Reference, which are reviewed and approved by the board on a regular basis, outlines its composition, objectives and describes the committee’s responsibilities and duties. The committee is responsible for ensuring that the company’s executive directors and management are rewarded fairly in accordance with their individual contribution to the group’s overall performance objectives.

Further, the committee makes recommendations to the board on non-executive directors’ fees. The board has resolved that these proposed fees be submitted to shareholders for approval at the annual general meeting in line with King III recommendations.

The committee’s responsibilities are aimed at ensuring that the board has sufficient resources with the prerequisite mix of expertise, experience and diversity to set the strategic direction for the group which, in turn, aims to secure the interests of stakeholders.