Performance of the highest governance body

The role of the Board is to provide direction and exercise control to ensure that the Company is managed in a manner that fulfils stakeholders’ aspirations and societal expectations. The Board evaluates Directors collectively to reinforce the principle of collective responsibility.

Compensation for members of highest governance body

Remuneration of the Chairman, Executive Directors and the seniormost level of management below the Executive Directors is determined by the Board, on the recommendation of the Compensation Committee comprising only Non-Executive Directors; remuneration of the Directors is subject to the approval of the shareholders. Such remuneration is linked to the performance of the Company inasmuch as the performance bonus is based on various qualitative and quantitative performance criteria. The quantum of such performance bonus for each financial year is determined by the Board on the recommendation of the Compensation Committee.

Remuneration to Non-Executive Directors is by way of commission for each financial year; such commission is determined by the Board within the limits approved by the shareholders. The remuneration is based, inter alia, on Company performance and regulatory provisions and is payable on a uniform basis to reinforce the principle of collective responsibility. Non-Executive Directors are also entitled to sitting fees for attending meetings of the Board and Committees thereof, the limits for which have been approved by the shareholders.

The Corporate Management Committee determines the remuneration of other managers of the Company.

Stock Options are granted to Directors and managers to align their interest with those of the shareholders by creating a common sense of purpose towards enhancing shareholder value. Options are granted based, inter alia, on the employee’s and Company’s performance, the level/grade of the employee and such other criteria as determined by the Compensation Committee/Board.

The appointment of Executive Directors, who have all been drawn from amongst the management cadre, is covered by the terms and conditions of their Service Contract. In terms of the Articles of Association of the Company, a notice of one month is required to be given by a Director seeking to vacate office and the resignation takes effect upon the expiration of such notice or its earlier acceptance by the Board. In terms of the Service Contract applicable to the management cadre, employment may be terminated at any time by either party giving in writing the requisite notice.