Integrated report

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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.


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:



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

Non-executive directors

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.


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