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AFROCENTRIC GROUP
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GOVERNANCE
REMUNERATION COMMITTEE REPORT CONTINUED
The scheme is targeted at between 15% and 60% of TGP
depending on the executive and employee’s level within the
organisation, subject to the achievement of pre-determined
performance thresholds – the first condition being the
achievement of Group EBIT as determined by the Board.
Individual performance below threshold will result in zero STI
awarded (the STI metrics and ranges are described below),
where exceptional individual performance will accelerate the
employee’s bonus.
An alternative STI or management performance bonus,
targeted at 100% of monthly TGP, was introduced at the
request of the Group Remuneration Committee (see details
below). Exceptional individual performance will be rewarded
with additional bonus payments as provided for in the rules of
the bonus scheme, approved by the Group Remuneration
Committee and adopted by the Board.
REMUNERATION GOVERNANCE
We comply with all relevant remuneration governance codes
that apply in our various operating jurisdictions. In South Africa,
we comply with the King III provisions.
Our Group Remuneration Committee is mandated by the Board
to oversee and govern all aspects of remuneration and
associated employee benefits, and all outcomes are reported
to the Board.
In addition, the Committee also conducts an annual self-
assessment of its effectiveness and has independent, specialist
advisors who provide strategic input on remuneration best
practices and benchmarking on the various elements within the
remuneration mix.
PERFORMANCE MANAGEMENT
The aim of our performance management process is to ensure
alignment between the various business units, our client needs
and the Group’s strategy.
The core principles of our performance management process
are:
• Performance management is a process of ongoing dialogue
and continuous feedback between stakeholders throughout
the period to ensure cooperation and consensus.
• Performance objectives include both financial (where
appropriate) and non-financial indicators.
• Performance management is a primary input into
remuneration management with the aim of ensuring
adequate differentiation based on individual contribution.
GROUP REMUNERATION COMMITTEE
The Group Remuneration Committee (“the Remuneration
Committee”) is a Sub-committee of the Board and oversees
the approach to and governance of remuneration matters. It
also determines the remuneration of Executive Directors, other
executives as well as the remuneration of Non-executive
Directors, which is ultimately approved by shareholders.
The Remuneration Committee consists of five members,
including an Independent Chairperson. The majority of
members are Independent Non-executive Directors. The
Human Capital Executive is a permanent invitee to the
Committee, who, along with the Group CEO, Mr Antoine van
Buuren and Mr Willem Britz are recused from meetings where
Executive remuneration (guaranteed or variable) is discussed.
.
Name
Role/classification
Number of meetings
held/attended
MJ Madungandaba
Non-executive Director and Chairperson of
Remuneration Committee
1
4/4
MI Sacks
Independent Non-executive Director
2/4
JM Kahn
Lead Independent Non-executive Director
4/4
A Banderker
Non-executive Director
3/4
2
R Wa-Mundalamo
Independent member
1/2
3
1
Mr Joe Madungandaba was the Remuneration Committee Chairperson for ACT and with the consolidation of ACT and AHL on the 9th of
September 2016, the Remuneration Committees were also amalgamated, and Mr Madungandaba remained on as Chairperson of the
Remuneration Committee.
2
Mr Ahmed Banderker was only appointed to the Remuneration Committee effective November 2016.
3
Mr Ronald Wa-Mundalamo, previously the Remuneration Committee Chairperson for AHL, was appointed as a member to the Remuneration
Committee effective November 2016.