Page 42 - Integrated Annual Report

REPORT OF THE REMUNERATION COMMITTEE
Chairperson: Mr MF Magugu
Members: Mr JG Ngcobo and Ms RD Watson
The Remuneration Committee (“committee”) is pleased to present its report for the year ended 31 March 2021, as recommended by the King IV Corporate Governance Code (“King IVTM” ). The committee is constituted by the board, has an independent role, and is accountable both to the
board and to shareholders.
The Committee is a statutory committee constituted in terms of section 94(7) of the Companies Act.
The board has delegated responsibility for the oversight of HCI’s remuneration practices to the remuneration committee. In line with principle 14 of King IVTM, the committee ensures that HCI remunerates fairly, responsibly and transparently, so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term. The committee seeks advice and guidance from external experts, as deemed appropriate.
The HCI remuneration report, as recommended in principle 14 of King IVTM includes the following:
• Role, purpose and function of the remuneration committee;
• Main provisions of the remuneration policy; and
• The remuneration implementation report
The committee has adopted, where appropriate, certain elements of the King IVTM principles in relation to Remuneration.
COMPOSITION
The committee comprises the following independent non-executive directors, who have the requisite skills and experience to fulfil the committee’s duties:
• Mr FM Magugu (chairperson)
• Mr JG Ngcobo and
• Ms RD Watson
The chairperson of the board is not a member of the remuneration committee. In line with the recommendations of King IVTM, the chief executive officer attends the meetings of the committee at the request of the committee but recuses himself from the meeting before any decisions are made.
The committee meets as often as required but not less than twice a year as per the memorandum of incorporation of the company.
Committee meeting attendances for FY2021 are as follows:
ROLE, PURPOSE AND FUNCTION
This committee is primarily responsible for overseeing the remuneration and incentives of the executive directors and executive management.
The key duties of the committee include:
• Ensuring that HCI upholds its entrenched remuneration philosophy that is consistent with the company’s long-term requirements and decision making and promotes the achievement of its strategic objectives;
• Determining on an annual basis:
- the remuneration of non-executive directors;
- the total remuneration package of executive directors including annual increases, short-term performance bonuses and long-term incentives;
- ensuring the combination of fixed and variable pay is appropriate when benchmarking remuneration levels;
- reviewing all proposals for executive share-based incentives and other short-term and long-term incentive schemes;
- compiling a report for inclusion in HCI’s integrated annual report and reviewing any disclosures in the report or elsewhere on remuneration policies or directors’ remuneration; and
- review of the terms of reference of the remuneration committee;
• Making recommendations to the board on directors’ fees and the remuneration and service conditions of executive management;
• Providing a channel of communication between the board and management on remuneration matters. The committee has empowered management to ensure that this principle is upheld and to address any remuneration disparities.
Committee member
No of meetings
Attendance of members
MF Magugu
2
2
JG Ngcobo
2
2
RD Watson
2
2
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INTEGRATED ANNUAL REPORT 2021
HOSKEN CONSOLIDATED INVESTMENTS LIMITED