Adcock Ingram Integrated Report 2018

Remuneration continued NON-EXECUTIVE DIRECTORS 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 other considerations, 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. Terms for non-executive directors The terms and conditions applicable to the appointment of non-executive directors are contained in a letter of engagement which, together with the Board Charter and respective Committees’terms of reference, form the basis of the director’s appointment. The Board recently adopted a resolution and directors who have reached a nine (9) year tenure, should automatically retire from the Board, subject to appropriate succession and Board composition requirements being in place. Furthermore, directors who have been on the Board for more than six (6) years, will be subjected to a stringent annual independence test. The Nominations Committee plays an important role in the appointment of new and suitable directors as well as the identification and removal of underperforming or unsuitable directors. The Company’s Memorandum of Incorporation (MOI) provides that at least one-third of the non-executive directors retires by rotation every year and, if eligible, may offer themselves for re-election by shareholders. Current annual fees The following fixed fees are in place since 1 December 2017. Chairman Member R R Committee Board 1 148 950 262 900 Audit 249 500 124 740 Risk and Sustainability 235 370 117 680 Human Resources, Remuneration and Nominations 180 000 82 700 Social, Ethics and Transformation 165 900 71 230 Acquisition 249 500 124 740 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. The following fees, excluding value added tax (VAT) where applicable, were paid to non-executive directors: 2018 2017 R’000 R’000 Boyce 452 36 Joffe (1)(2) 83 389 John 538 40 Haus 496 472 Lesoli 323 296 Madisa (1)(3) 226 – Makwana 557 453 Manning 374 220 Mokgokong 323 296 Morar (2) – 161 Ralphs (2)(3) 329 149 Raphiri (2) 1 122 1 058 Sacks (1)(2) 415 646 Stewart 614 577 5 852 4 793 (1) For changes to the board and board responsibilities, please refer to page 9. (2) At the AGM held on 23 November 2017, a Special Resolution was passed to approve remuneration paid to non-executive directors who were members of the Acquisition Committee for the period 1 April 2015 until 30 November 2017. The total amount approved and paid was R 876 076 and is excluded from the table above. (3) Paid to Bidvest Corporate Services Proprietary Limited. Shareholdings The following non-executive directors held shares in the Company, as at 30 June: 2018 2017 Joffe (1) – 19 200 Mokgokong (2) 3 445 642 3 445 642 Total direct and indirect shareholding 3 445 642 3 464 842 (1) For changes to the board and board responsibilities, please refer to page 9. (2) Dr. Mokgokong holds a 50% share in CIH Projects (Pty) Ltd, which in turn holds a 26.67% share in Ad-Izinyosi (the BEE shareholder of the Group). Remuneration (continued) ADCOCK INGRAM  Integrated Report 2018 58 OUR GOVERNANCE