SENWES Integrated Report 2020 | Page 65

CORPORATE GOVERNANCE THE REMUNERATION COMMITTEE (“REMCO”) THE RISK COMMITTEE This committee met four times during the year under the chairmanship of Nico Liebenberg and comprises non-executive directors only. The corporate divisions, mainly Corporate Services and Human Resources, attend meetings on invitation. Remco attends to the following: � Recommendations regarding non-executive and executive directors’ remuneration to the board and shareholders; � Reviews and ensures application of the remuneration philosophy; � Ensures sound incentive scheme management and reasonable and appropriate salaries/wages; � Ensures appropriate succession planning for the executive directors and management; and � Employment equity. The remuneration philosophy and policy are dealt with in detail in the remuneration report. The report explains the practical application and implementation of remuneration governance in support of the recommendations for the remuneration of directors for the new year, as contained in the notice of the annual general meeting and the special resolution in this regard. The recommended remuneration for the new year is considered as a binding vote and is submitted as such to shareholders. Senwes Share Incentive Scheme (“LTI”) The participants of the LTI-share scheme are executive and senior managers who are able to influence the performance of the group and are able to align the interests of the group with those of the shareholders. It is based on the dual principles of retention, namely to ensure continuity, as well as predetermined performance targets. If these targets are not met, the allocated shares are forfeited. The annual grants in terms of the share scheme vest after three years. The committee comprises of non-executive and executive directors and is chaired by Thabo van Zyl. Risk management and all other divisions are exposed to the committee by means of a structured work plan. The risk management function reports continuously on material risks and opportunities throughout the group, as well as those of each operational business unit or joint venture. The committee met twice during the year and plays a strategic role in guiding the board in its strategic plans by analysing strategic and operational risks at all levels. The committee attends to the following mandate: � Considers the strategic, operational and business aspects of the Senwes Group; � The committee will also review and challenge the risk philosophy, strategy and policies which are implemented to mitigate or minimise identified risks; and � The committee will also provide comfort to the board of directors that such policies are effective within the risk management process considering the overall risk profile of the Senwes Group. � The probability or potential for realisation of the aforementioned risks, as well as actions to address/remove such risks other than by means of adequate normal insurance cover; � The appropriateness of the levels of insurance cover; � Risk management model and systems; and � Prevailing corporate governance principles and codes for best practices. Risk management is applied throughout the Senwes Group. It is understood that risk management will assist with ensuring the long-term sustainability of Senwes. The current risk culture within the company contributes to the creation of shareholder value on a sustainable basis that is consistent with shareholders’ expectations. The scheme is overseen by the board, with the detail being attended to by the Remco and complies with section 97 of the Companies Act. During the year under review, 90,3% of the shares granted in 2016, vested on 28 June 2019. The details thereof are reported in the remuneration report. SENWES INTEGRATED REPORT 2020 63