Remuneration Report 2019

Remuneration report continued oversee the settlement of terms. Executive directors are required to retire on the third anniversary of their appointment and may offer themselves for re-election. As appropriate, the board, through the nominations committee, proposes their re-election to shareholders. The terms of the executive directors’ employment is as follows: • • BL Berson (CE) is party to an employment agreement with Bid Corporation Limited; and • • DE Cleasby (CFO) is party to an employment agreement with Bid Corporation Limited. Under the employment agreements, the employment of an executive director will continue until terminated upon (i) six months’ notice or (ii) retirement. Bidcorp can also terminate the executive directors’ employment summarily for any reason recognised by law as justifying summary termination. The value of the gross remuneration package payable in terms of the employment agreements is allocated among the following benefits: (i) basic remuneration; (ii) retirement and or medical benefits; and (iii) other benefits. Elements of remuneration The group operates a total cost-to company (CTC) philosophy whereby cash remuneration, benefits (including a defined contribution retirement fund or superannuation scheme, medical aid and other insured benefits) form part of employees’ fixed total CTC remuneration. Executive directors and senior management also participate in STIs (in the form of a performance bonus plan). Two LTI plans are in operation, namely the Bidcorp CSP (for executive directors and certain senior management) and the Bidcorp SAR plan (for all other senior management). The different components of remuneration, their objectives, the policy which governs them and their link to the business strategy are summarised on pages 2 and 6. The only change to the policy for the 2020 financial year is the introduction of malus and clawback conditions. The group views the executive directors as the current “prescribed officers” as defined in the Companies Act and therefore no separate remuneration policy disclosure for prescribed officers is necessary. Table 1: Summary of remuneration components for executive directors Component Objective and practice Link to business strategy Policy Changes for 2020 Guaranteed pay (CTC) Base package Attract and retain the best talent. Reviewed annually and set on July 1. This component aligns with business strategy as it takes into account internal and external equity. Hereby, ensuring competitiveness and rewarding individuals fairly based on a similar job in the market. Level of skill and experience, scope of responsibilities and competitiveness of the total remuneration package are taken into account when determining CTC. No changes proposed. Benefits Providing employees with contractually agreed basic benefits such as retirement fund benefits (defined contribution or superannuation), medical aid, risk benefits, and life and disability insurance on a CTC basis. Benefits recognise the need for a holistic approach to guaranteed package and are part of the overall employee value proposition offered by Bidcorp. The company contributes towards retirement benefits as per the rules of the respective retirement funds or superannuation schemes. Medical aid contributions depend on each individual’s needs and the package selection. Risk and insurance benefits are company contributions, all of which form part of total CTC. No changes proposed. 3 / Bid Corporation Limited Remuneration report 2019