CORPORATE GOVERNANCE
Policy on external non-executive director appointment
Executive directors may, at the discretion and upon approval of the
board, accept appointments as non-executive directors in external
companies.
Service Contracts
Executive directors who joined the group from 2019 have been appointed
on the basis of evergreen time contracts. The status quo will
be maintained for current employees.
Position
Chief Executive Officer
Chief Financial Officer
Contract
A three-year fixed contract expiring
31/07/2022
A three-year fixed contract expiring
31/01/2023
SUMMARY OF REMCO ACTIVITIES
The subject of remuneration features high on the corporate governance
agenda, amongst top issues such as strategy, risk and compliance
management, financial performance, operational efficiencies and
talent and leadership succession. Key matters relating to remuneration
are reward and performance alignment, wage gaps and income differentials.
Remco has these issues on its radar and evaluates them on an
ongoing basis.
Remco considered the following and approved or accordingly recommended
it to the board for approval:
� The committee reviewed and approved the remuneration philosophy,
policy, strategy and practices and is satisfied that the remuneration
framework is appropriate for the achievement of organisational
objectives of attracting and retaining the best talent and
motivating performance and desired behaviour. No changes were
made to the short and long-term incentive schemes;
� The committee reviewed the salaries of executive directors and all
staff and recommended broad mandates for general salary and
wage increases for approval by the board;
� The committee considered the payment of short-term incentives
based on the rules of the scheme, the achievement of set objectives
and was satisfied that rules are being complied with and with the
accuracy of the performance measures and incentive amounts to
be paid;
� The committee approved long-term incentive awards, as well as
the payment of vesting incentives in line with the retention and
performance conditions as set out in the rules of the LTI-scheme;
� The committee approved participants in the equity-based longterm
incentive scheme as well as the number of shares allocated to
each participant;
� The committee reviewed and approved the succession plans for
senior management, including emergency cover, continuity plans
and development plans for current as well as potential successors
and took note of the overall organisational succession plans;
� The committee reviewed the group’s performance with regards to
employment equity in line with the approved talent diversification
and employment equity strategy and plan, as well as compliance
with the Employment Equity Act;
� The committee reviewed the contracts of both the chief executive
officer and chief financial officer in 2019 and 2020 respectively.
Both contracts were renewed by the board for a term of three
years, as indicated above. The contract for the chief financial officer
will be reviewed at the next Remco meeting.
Matters which were considered during the year under review and
changed with a view to the future:
� External review of the remuneration of the executive directors, including
the appropriateness of the comparator group and the basis
applied for benchmarking purposes;
� External review of the remuneration of the non-executive directors,
including the appropriateness of the comparator groups and the
basis applied for benchmarking purposes;
� Review of incentives for alignment with the integrated service model
for individuals, teams and business divisions, as well as recognition
for exceptional performance.
LOOKING FORWARD
The committee continues to believe that the remuneration policy supports
the strategic imperatives of the group. The committee welcomes
the transparency required by the King IV report and the committee
endeavours to meet the requirements via this remuneration report.
SENWES INTEGRATED REPORT 2020
73