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REMUNERATION REPORT

COMPOSITION AND MEETINGS

The Committee consists of four non-executive directors, three of

whom are independent. Four Committeemeetings were held during

the year. The attendance of the Committee meetings was as follows:

Committee member

Meeting

attendance

PM Makwana (Chairman)

2/2*

R Morar

1/4

L Ralphs

0/2*

CD Raphiri

4/4*

MI Sacks

4/4

Invitees

AG Hall

2/2*

KB Wakeford

2/2*

B Letsoalo (Human Capital Executive)

4/4

*see changes to the Board on page 56

The Chairman of the Board chairs this Committee when constituted

as the Nominations Committee.

ROLE AND FUNCTION OF THE

COMMITTEE

The role and responsibilities of the Committee are governed by a formal

Charter which is reviewed annually and approved by the Board. The

followingdutiesareassignedto itbytheBoardduringtheyearunderreview:

•

Assist the Board in determining remuneration and performance

measures of executives and senior management;

•

Determine the remuneration policy and appropriate human

capital management policies;

•

Review the terms and conditions, at least annually, of key

executive service agreements;

•

Oversee annual performance evaluation of the Board; and

•

Assist the Board to ensure that the Board is appropriately

constituted for it to execute its role and duties effectively and that

directors are appointed through a formal, transparent process

and the induction and ongoing training and development of

directors takes place.

This report is presented by the Company’s Human Resources, Remuneration and Nominations Committee (the Committee), appointed by the

Board in respect of the year ended 30 June 2016.

REMUNERATION PHILOSOPHY

Our remuneration philosophy is governed by the principles of

equity, fairness and affordability. Its primary objective is to:

•

Provide competitive and equitable remuneration based on an

employee’s skills, performance and contribution to the group

strategy;

•

Attract, motivate and retain the talent necessary to attain the

group objectives in line with organisational culture and values;

•

Develop a sense of ownership and ensure employees’ interests

are aligned to the shareholders; and

•

Provide opportunities for the potential of greater financial

and non-financial rewards to those who achieve excellent

performance in their respective roles.

REMUNERATION STRUCTURE

Adcock Ingram has an integrated remuneration and rewards model

which includes guaranteed remuneration, short-term incentives and

long-term incentives.

All elements of remuneration are subject to periodic evaluation and

are reviewed in line with:

•

Healthcare industry;

•

Market benchmarks and trends;

•

Legislative framework; and

•

Group performance.

The Remuneration Committee endeavours to ensure that each

director and executives are remunerated fairly and responsibly and

that the disclosure of a director’s remuneration is accurate, complete

and transparent.

FOCUS AREA FOR 2015/2016

•

The short-term incentives’ performance metrics entrenched

across all Business Units ;

•

Talent management and succession planning for executive team

rolled out;

•

Benchmarked remuneration policy against peer group;

•

Addressed anomalies in different salary bands; and

•

Reviewed long-term incentives as a retention and reward

mechanism for key executives and managers.

FOCUS AREA FOR 2016/2017

•

Implement development programmes for successors in line with

transformation imperatives and business requirements;

•

Cascade talent management and succession planning to the

level below executives; and

•

Review flexibility and relevancy of benefits to remain competitive

in the industry.

OUR GOVERNANCE

(continued)

58 |

Integrated Report 2016