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REMUNERATION REPORT Composition and function of Board committees • Establish the criteria for board and board committee memberships, review candidates’ qualifications and any potential conflicts of interest, assess the contribution of current directors in connection with their re-nomination and make recommendations to the Board • Prepare a job specification for the Chairman’s position, including an assessment of time commitment required of the candidate • Periodically evaluate the skills, knowledge and experience required of the Board • Make recommendations on experience required by Board committee members, committee appointments and removal, operating structure, reporting and other committee operational matters Remuneration • Make recommendations on the amount and structure of the remuneration of the Chairman and Non-Executive Directors of the Board to ensure that remuneration is fair and competitive • Ensure that the Group’s Remuneration Policy and structure is fair and sufficient to attract and retain high calibre staff to the Group • Recommend to the Board, the terms, conditions and remuneration of senior executives including performance incentives • Ensure proper disclosure of Directors’ remuneration to the Shareholders • Provide input to the Annual Report of the Company in respect of Directors’ compensation Performance management • Review and agree, at the beginning of the year, the Key Performance Indicators (KPIs) for the Group CEO and senior executives • Assess performance of the Group CEO against the agreed KPIs and provide feedback thereon • Ratify the performance appraisal of senior executives on the recommendation of the Group CEO • Ensure that the performance and effectiveness of individual Directors, Board and Board Committees are reviewed annually Human resources • Ensure that succession policies and plans exist for the positions of Chairman, Chief Executive Officer, Executive Directors and the Managing Directors of subsidiary companies; • Periodically review and make recommendations to the Board on the Group’s organisational structure and any changes thereto • Periodically review and make recommendations on the Group’s key human resource policies • Periodically review and make recommendations on recruitment, promotion and disciplinary actions for senior management staff Governance • Periodically recommend the preparation and adoption to the Board governance policies in line with regulatory compliance and best practice • Periodically review existing policies in line with changes in the regulatory and governance environment and make recommendations to the Board for amendments thereto • Ensure that the Board conducts a Board evaluation on an annual basis • Review the performance and effectiveness of the subsidiary company Boards on an annual basis where applicable Generally, the Committee is responsible for satisfying itself, on behalf of the Board of Directors, that the Company’s leadership development, talent planning , organisation structure and compensation strategies, plans, policies and practices are internally aligned and consistent with the sustainable achievement of the Company’s business objectives, the prudent management of its operations and risks including regulatory oversight as required, and adherence to its processes, policies, procedures and controls. Committee activities during 2016 In addition to the activities set out in the schedule on page 123, the Remuneration and Governance Committee has completed the performance evaluation of the Group CEO and senior executives for the 2016 financial year, and agreed the KPIs for 2017. 122 Annual Report 2016

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