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Remuneration Committee

Remuneration Committee

The Remuneration Committee comprises the following independent non-executive directors: Chris von Christierson (Chair), Don Ncube, Alan Wright and Gayle Wilson. Mamphela Ramphele was appointed to the Remuneration Committee on 4 August 2010 replacing Mr Wright. It is required to meet at least twice a year. The Committee, which has updated its formal terms of reference, has established the company’s remuneration philosophy as well as the terms and conditions of employment of executive directors and other senior executives, including a short-term performance-linked bonus scheme and a long-term share incentive scheme. The remuneration policies are reviewed on a regular basis.

The terms and conditions of employment of the executive directors are contained in a written contract of employment. The remuneration details of these contracts are listed on page 171 of this annual report. The notice periods of the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) have been reviewed and the CEO’s notice period has been extended from six months to two years and the CFO’s from six months to one year. The company has a maximum exposure of two-and-a-half years’ remuneration in respect of the CEO and two years’ remuneration for other members of the Executive Committee (Exco), including the CFO. These limits apply when their services are terminated as a result of a takeover or a merger.

The Remuneration Committee met on seven occasions during the year under review. The record of attendance by members is contained in the table below.

   
2009
   
2010
 
 
Director
30/07   20/08   5/11     2/2   25/03   5/05   24/06  
  von Christierson, CI                
  Hopwood, JG1           n/a  
n/a
 
n/a
 
  Ncube, DMJ     #            
  Wright, AJ                
  Wilson, GM                

√ Indicates attendance.
# Indicates absence with apology.
n/a Indicates not a member at the time.
1 Deceased 19 March 2010.