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INTEGRATED REPORT 2017
REMUNERATION COMMITTEE FEES
Committee fees are reviewed annually by the Board taking into
account market surveys of similar sized firms as well as
recommendations made by the Group Remuneration
Committee. A 4.7% fee increase for the Chairperson and Non-
executive Directors (“members”) for the 2016/2017 period was
approved. Fees are paid on a per-meeting basis.
Committee member fees
Fee per meeting
Chairperson
R19 155
Member
R14 047
Prior to November 2016 and the consolidation of the AHL
(AfroCentric Health Proprietary Limited) and ACT (AfroCentric
Investment Corporation Limited) Boards, Committee members,
in particular Mr Joe Madungandaba and Mr Ahmed Banderker
were retained by means of a quarterly retainer and as such did
not receive additional fees in respect of meeting attendance.
Mr Meyer Kahn and Mr Michael Sacks opted to waive
committee fees.
There were no material issues identified in the Committee’s self-
assessment in 2017, which was undertaken to evaluate its
effectiveness against the objectives of its charter.
The Group Remuneration Committee is governed by a terms
of reference with a synopsis set out below:
• Assist the Board in developing the Group’s general policy on
remuneration for executive and senior management, taking
into account Group strategy and individual performance
whilst encouraging enhanced performance in a fair and
responsible manner, and rewarding them for their individual
contributions to the success of the Company. Such a policy
is presented to the shareholders to pass a non-binding
advisory vote on.
• Review the ongoing appropriateness and relevance of the
Group’s remuneration policy.
• Administer such policy, by determining specific
remuneration packages for Executive Directors, the
Company Secretary and other senior executives of the
Company, including but not limited to basic salary, benefits
in kind, any annual bonuses, performance-based incentives,
share incentive, pensions and other benefits.
• Approve the design of, and determine targets for, any
performance related pay schemes operated by the
Company and approve the total annual payments made
under such schemes.
• Review the design of all share incentive plans for approval
by the Board and shareholders.
• Determine the policy for, and scope of, retirement
arrangements for each Executive Director and other
Senior Executives.
• Ensure that contractual terms on termination, and any
payments made, are fair to the individual and to the
Company, that failure is not rewarded and that the duty to
mitigate loss is fully recognised.
• Review and note annually the remuneration trends across
the AfroCentric Group.
• Oversee any major changes in employee benefits structures
throughout the AfroCentric Group.
• Agree the policy for authorising the claims for expenses
from the Group Chief Executive Officer and the Chairperson.
• Ensure that all provisions regarding disclosure of
remuneration, including pensions, are fulfilled.
• Be exclusively responsible for establishing the selection
criteria, selecting, appointing and setting the terms of
reference for any remuneration consultants who advise
the Committee.
• Obtain reliable, current information about remuneration in
other similar size or industry-related companies. The
Committee shall have full authority to commission any
reports or surveys which it deems necessary to help fulfil its
obligations.
• Advise the Board on any retrenchment programme affecting
the entire Group, as may become necessary from time to
time.
The Remuneration Committee applies the guiding principles
enunciated in the Remuneration policies and scheme rules, but
retains the right to apply discretion to deviate from these in
exceptional circumstances.
During 2016, the Remuneration Committee was required to
apply discretion in respect of the management short-term
incentive pay-out as the gatekeeper target (EBIT) was not
achieved. The incentive scheme rules allow, in such instances,
a penalty, left up to the discretion of the Remuneration
Committee, on condition that the threshold target is achieved.
The Committee, taking into account some exceptional items,
declared an incentive pay-out calculated at 75% of the
allowable bonus incentive pool. The incentive pool was
distributed to participants according to the rules, role and
performance contribution.