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This is the report of the remuneration committee (committee) of Bidcorp appointed for the financial year ended June 30 2016 in compliance with the
Companies Act and in terms of the JSE Listings Requirements.
The committee has approved a draft charter that was presented and adopted by the Bidcorp board at the meeting held on
August 23 2016. The charter complies with the Companies Act and King III guidance for good governance. Copies are available either
from the company secretary on request, or can be downloaded from the company website.
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Membership
This committee was constituted by the board on June 1 2016, following the listing and unbundling of Bidcorp.
The committee members have been appointed by the board and is made up of a minimum of three (3) independent non-executive directors, and
chaired by an independent non-executive. The Bidcorp remuneration committee members appointed on June 1 2016 include Messrs DDB Band
(chairman), NG Payne and Mrs CWL Phalatse in line with the charter requirements.
The chief executive officer and other members of senior management may be invited to attend meetings, but may not participate in the voting
process of the remuneration committee and recuse themselves from any discussion regarding their performance or remuneration. The committee
utilises the services of PricewaterhouseCoopers (PwC) as independent advisers on an ad hoc basis.
The board considers the membership of the committee adequate and the members are adequately experienced to perform the duties in line with the
charter requirements.
Purpose
The key responsibilities and role of the committee include but are not limited to:
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assisting the board to ensure directors and executives are fairly and responsibly remunerated, and disclosure thereof is complete and transparent;
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review management’s proposals for fees for non-executive directors prior to submission to shareholders for approval;
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determining necessary criteria for performance assessment of the executive chairman, chief executive officer, chief financial officer and other
executive directors in discharging their functions and responsibilities;
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considering the allocation of long-term incentives to directors and staff; and
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overseeing and recommending the remuneration report to the board for publication.
Duties carried out
The remuneration philosophy promotes the group’s entrepreneurial culture within a decentralised environment with the aim of achieving sustainable
growth within all businesses. The philosophy emphasises the fundamental value of Bidcorp’s people and their role in attaining this objective.
The duties completed by the committee this financial year included the:
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review and approval of the granting of share appreciation rights benefits, from the newly created Bidcorp Incentive Scheme as recommended by
the Bidcorp chief executive;
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review and approval of non-executive directors’ fees;
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consideration of executive directors’ remuneration including short and long-term incentive programmes; and
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drafting and approval of the remuneration report, included in the annual integrated report disclosure.
Attendance
The names of the members who were in office during the period June 1 2016 to October 7 2016 and the number of committee meetings attended
by each of the members are:
Director
June 20 2016 August 22 2016
DDB Band (chairman)*
^
^
NG Payne*
^
^
CWL Phalatse*
^
^
^ Attended in person, by video-conference or tele-conference.
* Appointed June 1 2016.
Conclusion
Following the review by the committee for the year ended June 30 2016, the committee is of the view that, in all material respects, it has complied
with the relevant requirements.
Having achieved its objectives for the financial year, the remuneration committee sets out the remuneration disclosure as part of the directors’ report.
Refer to the directors’ report as set out on pages 49 to 52 for the full details pertaining to executive and non-executive directors’ compensation.
Signed on behalf of the remuneration committee by:
Doug Band
Chairman
Remuneration committee report
Page 58
| Bidcorp Limited Annual integrated report 2016