Page 30 - Niveus - Integrated report 2013

CORPORATE GOVERNANCE
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continued)
Report of the remuneration committee
Members: J Copelyn (chairman), Dr LM Molefi and Y Shaik
In line with the recommendations of King III, the chief executive officer attends the
meetings of the committee at the request of the committee, but recuses himself
from the meeting before any decisions are made. Although the chairman is a non-
executive director, he is not independent. However, we believe that his experience,
qualifications and proximity to the business make him a suitable candidate for
the position.
The remuneration committee had its inaugural meeting during the financial year and
will meet twice per year.
The committee is primarily responsible for overseeing the remuneration and
incentives of the executive management of the group. It takes cognisance of local
best remuneration practices in order to ensure that such total remuneration is fair
and reasonable to both the employee and the company.
The HCI remuneration committee utilises the services of independent remuneration
consultants to assist in providing guidance on the remuneration for executive
management, which includes the Niveus management. This feedback is con-
sidered by the Niveus remuneration committee in determining the appropriate
remuneration levels.
The group’s remuneration philosophy strives to reward employees in a fair and
responsible way which ensures a culture of high performance to deliver returns to
shareholders through employees who are motivated, engaged and committed. The
aim of this philosophy is to attract, retain and develop employees with scarce and
critical skills who contribute to sustained business growth and are aligned to the
strategic and operational requirements of the business.
Subsequent to year-end, Niveus shareholders approved the Niveus Employee Share
Scheme, which is a net equity-settled incentive scheme. In terms of this scheme,
share options are granted to senior group staff members.
Share options are allocated to participants at a 10% discount to the 20-day volume-
weighted average market price as at date of grant.
Annual fees for directors’ services to the company have been set at R86 000 per
non-executive director and R34 000 per subcommittee member. Where a non-
executive director is a member of more than one subcommittee of the company,
the annual subcommittee fee is limited to R34 000. These fees are comparable with
those of similar size companies. Non-executive directors do not receive short-term
incentives and do not participate in the share incentive scheme.
Niveus Investments Limited integrated Report 2013
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