Remuneration report

Our Corporate Statement of Remuneration

Driven by our vision to create a world of sustainable healthcare, the core of our value proposition is a passion for people, health and performance, a central theme that permeates all human capital practices. This report outlines and focuses on the provisions as set out in the AfroCentric Health remuneration policy and documents the reward provisions and associated governance throughout Medscheme Holdings, Helios, AfA, AfroCentric Health Solutions and Medscheme International.

The AfroCentric remuneration policy is to ensure consistent and equitable application of remuneration throughout the organisation in line with strategic objectives. The primary aim is to ensure that the Company adequately remunerates employees who contribute to the success of the Company. A core purpose of the policy is to ensure that the organisation achieves an adequate return on investment from employees. The remuneration policy aims to be an integral component in motivating the employees to remain engaged and focused on achieving core business objectives. The remuneration practice can, however, not be viewed in isolation of the broader human capital strategy.

Introduction

The remuneration policy includes a number of components, namely:

remuneration philosophy and strategic objectives;
remuneration strategy design principles;
performance management;
pay mix;
guaranteed pay;
variable pay – annual short-term incentive bonuses;
Non-Executive Directors’ remuneration;
committee decisions required annually.

Remuneration governance

The Board has delegated responsibility for the oversight of the Group’s remuneration practices to the Remuneration Committee (a sub-committee of the AfroCentric Health Board). The responsibility of the Remuneration Committee is in accordance with its mandate and terms of reference which include amongst others the following provisions. All decisions made by the Remuneration Committee consider the organisational performance, market conditions, reward benchmarking, accountability of the leadership team, governance and communication to all stakeholders on pertinent information.

The overarching duty of the Remuneration Committee is to ensure proper alignment between the organisational strategy, human capital intent and the remuneration strategy giving due regard to legislation, King III and JSE requirements.

Remuneration philosophy and principles

The organisation is committed to a philosophy that ensures consistent and equitable application of remuneration throughout the organisation in line with strategic objectives. The primary aim is to ensure that the Company adequately remunerates employees who contribute to the success of the Company. A core purpose of the policy is to ensure that the organisation achieves an adequate return on investment from employees for the purpose of promoting shareholder interest.

The core remuneration principles play a crucial role in guiding reward decisions, policies, processes and practices.

External parity
Internal parity
Legal compliance
Corporate values
Compliance
Accountability
Differentiation
Strategic alignment

Remuneration design principles

The organisation’s reward philosophy matured over a number of years, and is to ensure that employee rewards, which are one of the single largest investments, incurred by AfroCentric Health, is meaningful to employees and aligns to sustainable organisational and individual performance.

Employee reward is invariably one of the single largest expenses incurred by any organisation (and it is therefore imperative that the principles, strategy, processes and governances pertaining to a total reward package are carefully considered, well understood and clearly documented and communicated. It is also crucial that “the spend” on total reward:

be distributed in such a manner that it supports the retention of the necessary skills required to underpin the organisational design, which in turn delivers the strategy. In short, the distribution of the pie must be well considered;
be balanced in such a way as to recognise maturing skills and facilitate the building of pipelines for succession in business critical roles;
be structured in such a manner that supports a culture of high performance and more specifically assists to direct the energy of the organisation towards achieving both long and short-term goals as directly related to the long-term strategic sustainability and focus;
be mindful of the other forms of recognition that might be required to balance a total reward strategy between the tangible and intangible forms of employee motivation and morale including but not limited to job satisfaction, development and specific informal recognition schemes

The principles, processes, governance and strategy pertaining to our total reward package is carefully considered and reviewed and benchmarked regularly (at least on an annual basis) and adjusted to drive optimal performance.

A holistic integrated approach to remuneration strategy is adopted which includes the following elements:

Guaranteed pay – pay for performance
Performance management
Variable pay (production incentives and management performance-based incentives)
Non-financial rewards and recognition

In relation to the remuneration strategy, focus was placed on the following components this financial year:

Focus on the non-financial rewards including redesign and enhancement of the employee wellness programme. In line with our vision to create a world of sustainable healthcare, it is important for the organisation to be passionate about its employees' well-being.
To enhance reward practices to ensure the alignment to the organisational objectives and the employee value proposition, thus ensuring that quality employees are attracted and retained.
To continuously review the job outputs and competencies required to ensure that the work is correctly documented and relevant to the organisational objectives and business models and to facilitate the recruitment of the correct employee profile and fit together with market-related remuneration benchmarking.
Variable pay strategies are constantly reviewed and aligned with the organisation's philosophy of pay for performance. All variable pay policies have a dependency on individual and Group performance.

Performance management principles

The remuneration of all employees inclusive of Executives is directly linked to performance indicators as approved annually by the Board and reviewed annually. Key financial and operational targets are aligned but further more values-based indicators also form part of the executive scorecard.

A revised performance management methodology was successfully implemented in this financial year which included a cascading of objectives to ensure that all employees understood their line of sight and contribution to the Group objectives. The performance management practices were also enhanced with the implementation of a quality review process to ensure the correct level of objectives are set for various roles aligned to the overall strategic intent. Final moderation of performance appraisals was also implemented and informs the setting of future objectives and targets, thus ensuring the performance bar of the organisation and individuals are continuously improved.

Remuneration mix

Remuneration within the organisation comprises total guaranteed package and variable pay, which are clarified below. The remuneration mix does, however, vary dependant on level and role in accordance to market benchmarks and operational context. The organisation's remuneration supports the philosophy that individuals should be rewarded based on the performance of the organisation.

Guaranteed pay focus on the delivery of operational needs and objectives.

Variable pay for Senior Managers and Executives focus on rewarding on the strategic objectives and the achievement of financial and non-financial targets and stretched targets.

Where long-term incentives and share-based rewards have been issued the focus has been on rewarding long-term sustainable performance and mechanisms in the form of deferral and forfeitures have been incorporated to
scheme rules.

Guidelines on guaranteed pay

Total cost to company (“CTC”) has been adopted by AfroCentric, of which guaranteed pay is the major component, and forms a significant portion of total operating costs. It is therefore imperative that guaranteed pay is Our Corporate Statement of Remuneration managed efficiently and wisely. To achieve effective cost management, the Company manages guaranteed pay levels using CTC, which incorporates base pay, car allowance, pension, medical aid and other optional benefits. This policy has been adopted to ensure that the cost of the remuneration package paid to employees is controlled by the Company, and does not include open-ended liabilities where the cost of a benefit is determined either by levels of utilisation or by external pricing factors. Furthermore, CTC represents a generally accepted marked practice for remunerating employees and accordingly allows for accurate and meaningful benchmarking of remuneration packages.

The Company operates within the healthcare sector with a high level of skills shortages in various disciplines, in which highly skilled employees are a must to have, and yet are usually extremely mobile and sought after, both locally and internationally. These employees are thus very difficult to motivate, reward and retain. Hence, AfroCentric’s remuneration policy is to determine a broadband, benchmarked to the market median. This broadband is then further segmented into narrow bands. To attract the right skill set line managers would make the pay decision as to where to pay based on the candidate qualifications and competencies. Pay decisions to retain skill would be guided by using a differentiation model and mainly based on the employee’s long-term performance in that role.

Taking cognisance that companies have different annual review cycles which predominantly are one of January, March, July and October, salary data is projected forward when the information is pulled from the survey house. The projection percentage used is based on influencing economic factors and guidance is taken from AfroCentric Health’s remuneration consultants. This projection factor ensures that we do not lag the market for a number of months. All benchmarking is done on the basis of total
cost to company. Market benchmark data is utilised to establish the AfroCentric remuneration structure that is market competitive.

Overall increases will typically reflect the market benchmark increases, with individual increases varying according to an assessment of individual performance.

Remuneration of Executives is determined based on the level of accountability, complexity, and nature of the role which is sized relative to the organisation's turnover, number of employees, market capitalisation, assets, net after tax profitability, wage bill and number of employees benchmarked to the external market.

Key principles that govern the remuneration of all employees including Executives in the Group are:

Base pay based on a cost to company basis which is a guaranteed package. This methodology was implemented in 2002 and is continually reviewed to ensure that it is still best practice for the market and industry in which we operate.
Pay for performance methodology, linking executive reward to business performance. This methodology allows for differentiation of percentage increases based on an individual’s contribution/performance.
Ensure that external parity is maintained to ensure market relevance but at the same time that internal equitability is balanced and that pay adjustments are made according to the affordability of the organisation and ensuring that we are able to and attraction and retention factors.
Aligning Executives to shareholder interest by linking short and long-term incentives to performance indicators.

The following sources are utilised to benchmark to:
PWC Remchannel
Medical State packages including Occupation Specific
Dispensation factor
21st Century Pay Solutions
PE Corporate Services

Guidelines on variable pay (short term incentives)

The general principle of incentives is that it is performance-based and is discretionary. No employee has the right to be paid an incentive.

The intention of the Management Short Term Incentive Scheme (“MSTIS”) is to provide AfroCentric Health with a mechanism to drive the required behaviour and results, to align management to the Group strategy and key objectives as well as a mechanism to accelerate AfroCentric’s business and financial performance.

The scheme is underpinned by the following objectives:

To drive behaviours that will contribute to the achievement of AfroCentric’s strategic objectives;
To differentiate reward based on an individual’s contribution and to reward the top performers within the organisation at a higher quantum than others.
To differentiate reward based on an individual’s contribution and to reward the top performers within the organisation at a higher quantum than others.
Aligning Executives to shareholder interest by linking short and long-term incentives to performance indicators.
To encourage an integrated “AfroCentric Health” Group behaviour that positively contributes to organisational performance;
To motivate managers and specialists at equivalent level to play a significant role in improving AfroCentric’s financial performance;
To ensure value is created for shareholders and participants to the MSTIS;
To retain top performers.

All objectives are confirmed by the committee, which satisfies itself that the performance criteria utilised are relevant, stretching and designed to enhance shareholder value. The committee approves annual management performance incentives before their payment.

The key drivers of the scheme are:

Earnings before interest and taxes ("EBIT") target which will be adjusted by market benchmark each year and as agreed by the Board and Remuneration Committee (“REMCOM”). The EBIT target will be communicated to all participants of the MSTIS annually after approval of the agreed financials by the Board at the beginning of the financial year or as soon as possible thereafter.
Customer satisfaction targets as measured by the overall VOC and SLA measurements.
Risk and audit rating as measured by Audit and Risk Committee.
Market share growth.

Below executive level, annual incentive bonuses for senior and middle management and key talent are entirely discretionary and are paid out at various levels ranging from 15% to 40% (depending on individual performance) of CTC, only if the targeted Group financial performance targets have been met. The scheme contains a deferred element and specific clauses.

Long-Term Share Based Scheme

The original share allocation as granted to certain Executive Directors as part of the warranty conditions, as set out in the Sale of Share Agreement between the vendor consortium and AfroCentric, as reported in the previous report refers.

Based on the final results and agreement reached between the vendor consortium and AfroCentric, 90% of the warranty target was achieved. Participants therefore receive 80% of their allocated shares as set out in their original share allocation letter.

In order to further incentivise the retention of Executives, an offer was extended to all participants who elect to voluntarily defer a portion of their 80% allocation.

In return participants were allocated an additional number of shares (from the original allocation of 20 million shares) if they elected to defer the full 80% allocation or a portion thereof. The enhanced allocation of shares (20% balance of the original 20 million shares), was conditional based on deferral of shares over a period of two to three years.

Non-Executive Directors' remuneration

The Company’s policy on remuneration for Non-Executive Directors is that, as a general guideline, this should be:

market-related (having regard to the median fees paid and number of meetings attended by Non-Executive Directors of companies of similar size and structure to the Company and operating in similar sectors); and
The committee takes cognisance of market norms and practices, as well as the additional responsibilities placed on Board members by new legislation and corporate governance principles.
The remuneration of Non-Executive Directors for each financial year is reviewed and recommended by the committee and approved by shareholders at the Annual General Meeting held in January 2015.
The chairman’s remuneration comprises a single composite fee which is approved annually in advance, to compensate her both for her services as a director of AfroCentric Health. This includes her services as a director on multiple boards and committees.

  Board Director retainer Annual
Rands
 
  Chairman AfroCentric Health Ltd 550 000  
  AfroCentric Investment Corporation Limited members 180 000  
  Chairman Medscheme Holdings 67 440  
  Members AHL 374 000  

All other members receive a fee per meeting attended and also dependent on the role fulfilled for the various sub-committees of the Board. At the Annual General Meeting held in February a 10% increase in the Non-Executive Directors’ board fees were approved.

Committee decisions required annually

The following are some of the decisions required to be made by the committee (and where appropriate the Board) with regard to this remuneration policy:

any adjustments to this remuneration policy document;
annual CTC increases, having regard to, among others:
the overall financial performance of AfroCentric Health;
anticipated inflation;
anticipated salary increases in the healthcare market and the national market;
trends in industry;
those factors referred to in the guidelines on guaranteed pay section above;
guaranteed pay levels of all Executives;
assessing whether or not the prescribed performance criteria have been achieved by the Company and for key individuals;
company, financial, strategic and operational targets for the year ahead.

Remuneration of the three highest paid employees who are not Directors

Employee Annual CTC
R'000
 
K Aron 3 736  
T Rametse 3 149  
V Pillay 2 998  

 

 
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