GOVERNANCE > Social Ethics
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.
GM Pattison (Chairman)
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: