ISSUES ADDRESSED DURING
THE PERIOD UNDER REVIEW
The committee:
- recruited a new Chief Executive
Officer, Chief Financial Officer
and Chief Risk Officer;
- recruited a new Chairman of
the Board of directors and three
new non-executive directors;
- revised the membership of the
Board’s committees;
- satisfied itself in regard to the
independence of the non-executive
directors;
- approved a new share
ownership plan;
- reviewed the fees payable
to non-executive directors
and resolved to call a general
meeting to seek shareholder
approval for adjustments to
the fees.
AREAS OF FOCUS FOR 2020
The committee will:
- consider a new incentive
scheme for executives and
senior management, which will
include short-term incentives
and long-term incentives. The
long-term incentive is supported
by a new share ownership plan
detailed in the remuneration
report;
- give careful consideration to
succession planning, following
the numerous changes to
executive and non-executive
directors during the year under
review;
- review the remuneration
structure for all levels of
employees in the Group, to
ensure the principle of equal
pay for work of equal value
is applied.
Role of the committee
The main roles of the committee are as follows:
Remuneration
- To oversee the remuneration policies, initiatives and activities of the Company
- To make recommendations to the Board in regard to all remuneration policies
- To ensure that the Group remunerates its employees fairly and responsibly in order to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term
- To consider the results of the evaluation of the performance of the CEO and the other executive directors
- To advise on the remuneration of non-executive directors
- To ensure that the disclosure of directors' remuneration in the Annual Financial Statements of the Group and its relevant material subsidiaries are accurate, complete and transparent
- To oversee the preparation of the remuneration report.
Nomination
- To ensure that the size and composition of the board is appropriate to enable it to execute its duties effectively
- To make recommendations to the Board on the appointment of executive directors and the appointment and re-appointment of non-executive directors at EOH Holdings and subsidiary company level
- To review the independence of non-executive directors annually
- To ensure that directors undergo proper induction and ongoing training as and when required
- To ensure that formal succession plans are in place for members of the Board, the CEO and senior executives
- To assist the Chairman and the Board in evaluating the performance of the Board, its committees and individual directors.
Composition
The committee comprises five independent non-executive directors and is chaired by an independent non-executive director. The membership of the committee is as follows:
Mr Ismail Mamoojee (Chairperson of the committee)
Dr Anushka Bogdanov
Mr Mike Bosman
Dr Moretlo Molefi
The Board is satisfied that the members of the committee have the necessary skills and experience to enable the committee to fulfil its duties.
Terms of service
Executive directors
- The minimum terms and conditions applied to South African executive directors are governed by legislation. The notice period for these directors is one month. In exceptional situations of termination of the executive directors' services, the Remuneration Committee (assisted by independent labour law legal advisers) oversees the settlement of terms.
- Executive directors are required to retire on the third anniversary of their appointment and may offer themselves for re-election. As appropriate, the Board, through the Nominations Committee, proposes their re-election to shareholders.
- Executive directors are permitted to serve as non-executive directors on one other public company Board with the express permission of the Chief Executive and the Nominations Committee. This excludes directorships where the Group holds a strategic investment in that public company (i.e. nominee directorship).
- Fees paid to nominee directors accrue to the Group and not to the individual directors concerned.
Non-executive directors
- Non-executive directors are appointed by the shareholders at the AGM. Interim board appointments are permitted between AGMs. Appointments are made in accordance with Group policy. Interim appointees retire at the next AGM, when they may make themselves available for re-election.
The reconstituted Remuneration and Nomination Committee did not meet during the year under review.
Attendees at committee meetings include the Chief Executive Officer, the Chief Financial Officer, the Company Secretary and other persons with specific skills and expertise to assist the committee in the discharge of its functions.
Shareholder vote on the remuneration policy and the implementation report
At the Annual General Meeting on 20 February 2019 the Company did not receive the required number of votes in favour of the remuneration policy and the implementation report. The results of the voting were as follows:
| Remuneration policy |
74,79% in favour |
| Implementation report |
65,25% in favour |
Other than shareholder engagement at the annual general meeting, no further shareholder concerns were received by the Remuneration Committee subsequent to the meeting notwithstanding an invitation by EOH to those shareholders who voted against the aforementioned resolutions, to engage with EOH in writing.
Conclusion
The committee is satisfied that it has discharged its responsibilities in accordance with its terms of reference.
I Mamoojee
Chairman of the Nomination and Remuneration Committee
