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GOVERNANCE > Social Ethics

REMUNERATION AND NOMINATIONS
COMMITTEE

Mr Utian
Mr Daly
Mr Pattison
E Tsatsarolakis

 

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.

 

 

Social, Ethics and Transformation
COMMITTEE

GM Pattison (Chairman)
E Tsatsarolakis
T Doorasamy

 

COMPOSITION:

Taste Holdings established a social, ethics and transformation committee in accordance with the requirements of the Companies Act. The committee met once during the period under review. This committee executes the duties assigned to it by the Companies Act, as well as any additional duties assigned to it by the board of directors. Although management is tasked with the day-to-day operational sustainability of their respective areas of business, the board remains ultimately responsible for group sustainability and has delegated certain duties in this regard to the social, ethics and transformation committee.

A formal charter has been adopted which guides the committee in ensuring that the group conducts its business in an ethical and properly governed manner and of reviewing or developing policies, governance structures and practices for sustainability

As at the reporting date, members' of the committee are as follows:

  • GM Pattison (Chairman)
  • E Tstatsarolakis
  • T Doorasamy


Management reports to the committee on matters relevant to its deliberations and the committee in turn draws relevant matters to the attention of the board and reports on them to the shareholders at the annual general meeting. Mechanisms to encourage ethical behaviour such as the code of ethics, corporate citizenship policies and the whistle blower hotline were confirmed as adequate by the committee in the year. No human rights incidents were reported during the year. In South Africa, aspects such as prohibition of child labour, forced compulsory labour and discriminatory practices are monitored by the Department of Labour in addition to the committee.

The primary role of the committee is to supplement, support, advise and provide guidance on the effectiveness or otherwise of management's efforts in respect of social, ethics and sustainable development-related matters which include:
  • embedding an ethical culture;
  • safety, health and wellness;
  • socio-economic development;
  • human resource development;
  • employment equity and transformation;
  • the group's empowerment credentials;
  • the group's corporate social responsibility;
  • protection of company assets; and
  • stakeholder engagement.

 

 

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