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GOVERNANCE > Remuneration and Nominations Committee

REMUNERATION AND NOMINATIONS
COMMITTEE

NG Brimacombe (Chairman – Remco)
GM Pattison (Chairman – Nomco)
L Chou
T Moodley
AJ Maizey
NG Brimacombe

COMPOSITION:

The combined remuneration and nominations committee meets at a minimum of two times a year, but also convenes additional meetings as necessary.

The committee comprises four independent nonexecutive directors. The CEO attends portions of these meetings by invitation. He does not have a vote, nor does he participate in discussion regarding his remuneration. External remuneration specialist companies are requested to present to the remuneration committee as required.

The chairperson of the board is the chairperson of the nominations committee, as required by the JSE Listings Requirements.

Details of directors' fees and remuneration are fully disclosed in the financial statements. In addition, the proposed fees to be paid to non-executive directors for approval by shareholders by way of a special resolution are set out in the notice of the AGM. Non-executive directors only receive remuneration that is due to them as members of the board. Directors serving as members on board committees receive additional remuneration. Remuneration of executive directors in their capacities as executive members of the management team as approved by the committee is fully disclosed in the consolidated financial statements. The committee invites executives and senior managers of the group to attend meetings by invitation in order to perform its mandate.

 

REMUNERATION RESPONSIBILITIES:

  • approving, guiding and influencing human resource policies and strategies;
  • ensuring appropriate transparent disclosure of remuneration;
  • skills development;
  • recommending appropriate levels of remuneration to be paid to the members of the board of directors;
  • upholding, reviewing and amending, if appropriate, the company's remuneration philosophy and policy with particular reference to the remuneration of executive directors and senior management;
  • ensuring that executive directors and senior management are fairly rewarded for their individual contributions to the company's overall performance, having regard to the interests of stakeholders and the financial condition of the group;
  • approving remuneration packages to attract, retain and motivate high-performing executive directors and senior management; and
  • benchmarking remuneration against competitor companies and third-party salary surveys.

 

 

NOMINATIONS RESPONSIBILITIES INCLUDE:

  • setting the criteria for board nominations and ensuring the appointment of directors is transparent;
  • identifying, evaluating and recommending suitable candidates for appointment to the board;
  • succession planning;
  • ensuring Taste Holdings' leadership is representative of all race groups and is in accordance with the spirit and targets set by the dti codes of good practice; and
  • ensuring directors retire and are re-elected in accordance with the company's memorandum of incorporation.

 

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