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
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