Remuneration committee report
This is the report of the remuneration committee (committee) of Bidcorp appointed for the financial year ended June 30 2017 in compliance with the Companies Act and in terms of the JSE Listings Requirements.
The committee has an approved charter that complies with the Companies Act and King IV guidance for good governance. Copies are available either from the company secretary on request, or can be downloaded from the company website.
Membership
This committee was constituted by the board on June 1 2016, 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), PC Baloyi (appointed December 6 2016) and NG Payne in line with the charter requirements.
The chief executive 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.
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:
- assisting the board to ensure directors and executives are fairly and responsibly remunerated, and disclosure thereof is complete and transparent;
- review management's proposals for fees for non-executive directors prior to submission to shareholders for approval;
- determining necessary criteria for performance assessment of the chairman, chief executive, chief financial officer and other directors in discharging their functions and responsibilities;
- considering the allocation of long-term incentives to directors and staff; and
- 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:
- review and approval of the granting of share appreciation rights benefits, from the Bidcorp Incentive Scheme as recommended by the Bidcorp chief executive;
- review and approval of non-executive directors' fees;
- consideration of executive directors' remuneration including short and long-term incentive programmes; and
- 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 and the number of committee meetings attended by each of the members are:
| Director | August 22 2016 |
August 22 2017 |
|
| DDB Band (chairman) | ^ | ^ | |
| PC Baloyi* | n/a | ^ | |
| NG Payne | ^ | ^ | |
| CWL Phalatse** | ^ | n/a |
^ Attended in person, by video-conference or tele-conference.
* Appointed December 6 2016.
** Mrs CWL Phalatse retired from the Bidcorp board at the November 2016 AGM.
During the year, members of the committee have many informal discussions to address the various matters under consideration. A number of the decisions taken by this committee were considered and approved by round robin.
Conclusion
Following the review by the committee for the year ended June 30 2017, 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 within the annual integrated report for the full details pertaining to executive and non-executive directors' compensation.
Signed on behalf of the remuneration committee by:
Doug Band
Chairman