Page 67 - Capricorn IAR 2020

COMMITTEE MEMBERS
Chairman: Gerhard Fourie
Frans du Toit (director: Bank Windhoek) Johan Swanepoel
MANAGEMENT REPRESENTATIVE INVITEES
Baronice Hans (managing director: Bank Windhoek) Thinus Prinsloo
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Institute of Directors committee appraisals Long- and short-term incentives
Share purchase scheme Leadership assessments Remuneration report HR organisational changes and implementation Executive directors’ and executive management benchmarking of total reward
Non-executive directors’ remuneration
2020 INTEGRATED ANNUAL REPORT
Group board remuneration committee
Committee role, responsibilities and functions
The Remco is responsible for the following key matters:
• Review and approve the Group’s remuneration philosophy, principles and the broad framework of remuneration
• Oversee the establishment of the Group’s Remuneration Policy
• Review and recommend remuneration and fees for services as directors
• Oversee talent management at executive level
• Consider and approve the remuneration of executive positions
• Consider and approve incentive schemes
Read more about the activities of the committee in the remuneration report on page 90.
The Remco is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference for the year.
KEY FOCUS AREAS FOR THE FINANCIAL YEAR
Group board nominations committee
Committee role, responsibilities and functions
The Nomco is responsible for the following key matters:
• Consider and recommend director nominations and related matters
• Evaluate director performance
• Consider director succession plans
The Nomco is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference for the year, for all Namibian entities. Botswana and Zambia have their own committees.
KEY FOCUS AREAS FOR THE FINANCIAL YEAR
• Consider board and board committee appraisals
• Recommend board appointments at subsidiaries
• Determine shareholders’ representation on boards
• Discuss directors’ succession planning
• Appointment of IT director
• Consider board composition at Group and subsidiaries
• Directors’ independence evaluations
• Composition of employer representatives at the retirement fund
• Review of Group Governance Framework
COMMITTEE MEMBERS
Chairman: Johan Swanepoel Brian Black
Koos Brandt
Gerhard Fourie
MANAGEMENT REPRESENTATIVES INVITEE
Thinus Prinsloo
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