Page 34 - Stellar IAR2015

REMUNERATION REPORTThe Remuneration Committee operates under a formal mandate that has been approved by the Board and has conducted its a airs in compliance and discharged its responsibilities as stipulated in the committee terms of reference. The purpose of the Remuneration Committee is to make recommendations on the remuneration policies and practices for the executive directors, senior management of the Group in general. Following the conversion from an operating entity to an investment holding company, the Group has appointed a dedicated investment manager which oversees certain operational and strategic functions. As a result of Group restructuring and this management arrangement, the number of people employed within the Group has been materially reduced to comprising only the Board of the Company and small number of support sta .REMUNERATION COMMITTEE MEMBERSThe Remuneration Committee comprises three non-executive directors of whom two are independent and is chaired by Mr PJ van Zyl. Remuneration Committee meetings are held at least three times a year and where appropriate the Chief Executive O cer and Chief Financial O cer attend meetings by invitation.ROLES AND RESPONSIBILITIESThe committee is primarily responsible for assisting the Board in carrying out the following duties:• ensuring the development and alignment of the remuneration philosophy and human resources strategies and policies with theGroup’s business strategy and the desired culture;• determining the Group’s remuneration policy, including short and long term incentives, for executive and senior management for nal recommendation by the Board to shareholders;• Considering and recommending for approval by the Board the remuneration of the Chief Executive O cer and executive directors;• Determining any grants to executive directors and other senior employees made pursuant to any Group management share optionscheme that is enacted;• Ensuring that the structures, policies and procedures facilitate good management and utilisation of human resources;• Considering recommendations by management in relation to non-executive directors’ remuneration for nal recommendation bythe Board to shareholders; and• Disclosing the required remuneration of each individual director and certain senior executives in the integrated annual report,including the requirements of the JSE Listings Requirements.The committee met four times during the 2015 nancial year. In some instances the Chief Executive O cer and Chief Financial O cer attended the committee meetings by invitation and assisted the committee in its deliberations, except when issues relating to their own compensation were discussed. No director is involved in deciding their own remuneration.The Company’s auditors, Grant Thornton Cape Inc, have not provided advice to the committee. However, in their capacity as Group au- ditors, they perform normal audit procedures on the remuneration of directors.Refer to page 26 of the Corporate Governance Report for information on the composition of the Remuneration Committee and attendance at meetings.REMUNERATION POLICY AND EXECUTIVE REMUNERATIONThe remuneration policy was approved by shareholders at the Annual General Meeting held on 5 June 2015 and is again being submitted to shareholders at the annual general meeting to be held on 3 June 2016 for approval by non-binding advisory vote.PRINCIPLES OF EXECUTIVE REMUNERATIONThe Group’s remuneration policy aims to attract and retain high-calibre executives and to motivate them to develop and implement the Group’s business strategy in order to optimise long-term shareholder value creation.It is the intention that this policy should conform to best practice standards and it is framed around the following key principles:• Total rewards are set at levels that are competitive within the relevant market;• Incentive-based rewards are earned through the achievement of demanding performance conditions consistent with shareholder interests over the short-, medium- and long-term;• Incentive plans, performance measures and targets are structured to incentivize and operate consistently throughout the business cycle; and• The design of the long term incentive scheme is prudent and does not expose shareholders to unreasonable nancial risk.30 | STELLAR CAPITAL PARTNERS