GOVERNANCE > Remuneration and Nominations Committee
NG Brimacombe (Chairman – Remco)
GM Pattison (Chairman – Nomco)
The combined remuneration and nominations
committee meets at a minimum of two times a
year, but also convenes additional meetings as
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.