SENWES Integrated Report 2020 | Page 71

CORPORATE GOVERNANCE REMUNERATION GOVERNANCE Board of Directors � The board has the final authority for the approval of the remuneration philosophy and policy. � The board delegates responsibility for this policy to the Remuneration Committee (“Remco”). � The board provides oversight for the execution of the policy. Remco Remco has the following responsibilities, which are aligned with the Remco Charter: � Accountability for all remuneration matters in the company, including oversight of the implementation of the remuneration policy; � Determination of the remuneration of executive and non-executive directors and recommendation of the non-executive directors’ remuneration to the board and subsequently to the shareholders at the AGM for approval; � Approval of the remuneration structure of the company; � Ensuring that there is an appropriate, adequate and effective remuneration system in place; � Ensuring that the remuneration strategy is economical and ethical and that the policy is applied consistently and fairly throughout the organisation; � Benchmarking and evaluation of the income differential rate between the executives and the employees; Executive Committee � The Senwes executives, under the supervision of the Senwes CEO, have the responsibility of proposing and implementing the remuneration policy and strategies, as envisaged by Remco, on behalf of the board. � Working in consultation with other board committees and rele vant internal functions in ensuring co-operative and responsible remuneration policy design, planning, decision-making and execution; � Approval of the benchmarking methodology, including the comparator group of companies used for the purpose of determining external market competitiveness of the group’s remuneration; � Engaging with independent external advisors and relevant stakeholders on any matters of remuneration as they deem necessary in order to ensure that the remuneration policy and practices are aligned with the group’s objectives; � Reporting to shareholders on behalf of the board on remuneration matters. Human Resources (Remuneration Management) � Developing policy proposals, providing guidelines, tools and support to management in the implementation of the remuneration policy; � Undertaking of annual benchmarks to ensure market competitiveness; � Formulation of a wage negotiation strategy and engaging in collective bargaining processes which are aligned with the mandate approved by Remco. COMPOSITION OF SENWES REMCO Name Director status Qualifications Nico Liebenberg Non-executive director B.Com. (Hons), M. Sustainable Agriculture Committee Chairman Steve Booysen Independent non-executive director B.Compt. (Hons), D.Com, CA (SA) Member Jaco Minnaar Non-executive director B.Eng. (Agriculture) Member Thabo van Zyl Non-executive director B.Sc. Agric (Agricultural Economics) Member Francois Strydom Chief Executive Officer Permanent invitees with no voting power. They are excluded when matters Corné Kruger Chief Financial Officer relating to their own remuneration are discussed. The meetings are also attended by the Group Executive: Human Resources, who is responsible for remuneration, as well as external advisors from time to time, as deemed necessary by Remco. SENWES INTEGRATED REPORT 2020 69