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NON-EXECUTIVE DIRECTORS
Board fees paid to non-executive directors are based on various market surveys conducted by Adcock Ingram to ensure that they are market
related, based amongst others on the director’s skills and years of experience. The surveys are conducted on an annual basis and reviewed by
the Remuneration Committee.
The recommendation of the Remuneration Committee on the proposed fees is submitted to the Board for consideration before being proposed
to shareholders for consideration and approval at the Annual General Meeting (AGM). If approved, the fees become effective in the month
following the AGM.
The following fixed fees are in place since 1 December 2015.
Committee
Chairman
R
Member
R
Board
1 022 570
233 965
Audit
222 045
111 020
Risk and Sustainability
222 045
111 020
Human Resources, Remuneration and Nominations
91 155
57 850
Social, Ethics and Transformation
85 545
46 280
A fee of R13 000 is paid for special meetings exceeding three hours in duration.
Remuneration paid
Non-executive directors receive no other benefits, do not participate in the short-term or long-term incentive schemes and do not receive any
performance related pay from the Group other than the following fees, for services as directors:
2016
2015
R’000
R’000
Joffe
(1)
503
974
Haus
447
434
Lesoli
275
267
Makwana
414
410
Mokgokong
275
267
Morar
395
384
Raphiri
760
310
Ralphs
(2)
101
278
Sacks
613
595
Stewart
555
540
Cleasby
(3)
179
–
4 517
4 459
(1)
Paid to Bidvest Corporate Services Proprietary Limited until May 2016
(2)
Paid to Bidvest Corporate Services Proprietary Limited. Resigned 11 November 2015
(3)
Paid to Bidvest Corporate Services Proprietary Limited. Resigned 15 June 2016
Shareholdings
The following non-executive directors held shares in the Company.
2016
2015
R’000
R’000
Joffe
19 200
19 200
Morar
1 500
1 500
Total direct and indirect shareholding
20 700
20 700
Terms for non-executive directors
All non-executive directors have been elected or appointed on fixed terms of three years, subject to at least 1⁄3 (one-third) of the directors retiring
by rotation at the AGM held in each year and being eligible for re-election at the same meeting. Between AGM’s, the Board may make interim
appointments either to fill a casual vacancy or to appoint additional members to the Board. Any person so appointed shall retain office only until
the next AGM of the Company and shall then retire and be eligible for re-election. There is no limitation on the number of times a non‑executive
director may stand for re-election. Proposals for the re-elections are based on individual performance and contribution.
FIVE
SIX
THREE
ONE
FOUR
TWO
OUR GOVERNANCE
(continued)
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Integrated Report 2016