Remuneration committee report
This is the report of the Bidcorp remuneration committee (committee) appointed for the financial year ended June 30 2019 in compliance with the Companies Act and in terms of the JSE Listings Requirements.
The committee has a board approved charter that is annually reviewed and adopted, most recently approved at the board meeting held on November 27 2018. This charter is compliant with the requirements of 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 group website.
This committee was first constituted by the board on June 1 2016, comprising the minimum requirements of three (3) independent non-executive directors and is chaired by the lead independent non-executive director, Mr DDB Band. The Bidcorp remuneration committee members comprise Messrs DDB Band (chairman), PC Baloyi and NG Payne 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 committee. These invitees recuse themselves from any discussion regarding executive performance appraisals, remuneration and incentivisation discussions. The committee appointed legal firm, Bowmans, to perform the role of independent remuneration adviser.
The board considers the membership of the committee adequate and the members are sufficiently experienced to perform the duties in line with the charter requirements.
The key responsibilities and role of the committee include but are not limited to the:
- fair and responsible remuneration of the executives and senior management, as well as the complete and transparent disclosure of this remuneration cost;
- review and recommendation of the annual fees to be paid to the non-executive directors submitted to the shareholders for approval at the annual general meeting;
- determination of the necessary criteria for the performance assessment indicators of the group executives in their respective roles;
- consideration and recommendation of the allocation of long-term incentives to awarded to executives and senior management; and
- review and recommendation of the annually published Bidcorp remuneration report to the board for release.
The names of the members who were in office during the period under review and the number of committee meetings attended by each of the members are as follows:
|DDB Band (Chairman)||^||^||^|
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 committee met three times during the period under review, as well as engaging informally throughout the period to discuss matters under review.
The significant topics considered by the committee over the review period included the:
- review and approval of the granting of share appreciation rights benefits, from the Bidcorp Incentive Scheme as recommended by the chief executive;
- review and recommendation of the annual increase in non-executive directors’ fees presented to shareholders for approval at the annual general meeting;
- defining and measuring the performance assessment of the chief executive and chief financial officer against the criteria as determined;
- approving the CSP award vesting and payment in April 2019;
- considering the allocation of short and long-term incentives awarded to the executives and senior management on the basis of the current year’s performance; and
- finalisation and approval of the draft Bidcorp remuneration report as presented to the board for sign-off and publication.
The committee has considered its performance over the period and is comfortable that it has met its duties and responsibilities as set out by regulations and in line with the board approved remuneration committee charter, and the committee is of the view that, in all material respects, it has complied with the relevant regulatory and legislative requirements.
Having achieved its objectives for the financial year, the remuneration committee sets out the required remuneration disclosures as part of the directors’ report. Refer to the directors’ report within the 2019 annual integrated report for the full details pertaining to executive and non-executive directors’ compensation.
Signed on behalf of the remuneration committee by: