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MultiChoice South Africa Holdings Proprietary Limited

Integrated annual report 2018

77

Corporate governance review

(continued)

Remuneration report

for the year ended 31 March 2018

h

review incidents of unethical behaviour by

senior managers and the chief executive.

h

annually review the company’s code of

business ethics and conduct

h

annually review the committee’s charter and,

if appropriate, recommend amendments for

approval by the board, and

h

perform an annual self-assessment of its

effectiveness, reporting these findings to

the board of directors.

The committee fulfilled its remit during

the year.

Composition and attendance

of the remuneration and equity

committee

The names of the current members of the

remuneration and equity committee are as

follows:

Name of committee

member

Date of first

appointment

to committee

Kgomotso Moroka (chair)

6 June 2014

Steve Pacak

6 June 2014

Bob van Dijk

20 March 2015

The committee is chaired by an independent

non-executive director, categorised as such

under King IV

TM

. Qualifications of members

can be found on

pages 74 and 75

of this

report and meeting attendance on

page 76

of

this report.

BACKGROUND STATEMENT

Role of the remuneration and

equity committee

The remuneration and equity committee

comprised only non-executive directors as

at 31 March 2018. Executive directors and

certain members of management attend

meetings by invitation as appropriate.

The current members of the committee are

Adv Kgomotso Moroka (chair), Messrs Bob

van Dijk and Steve Pacak. Qualifications

of members and meeting attendance are

detailed on

pages 74 to 76 o

f this report.

Its main responsibilities are to:

h

determine and approve general policy on

strategic remuneration issues, which must be

tabled at each annual general meeting for a

non-binding advisory vote by shareholders

h

prepare an annual remuneration report for

inclusion in the company’s integrated annual

report

h

annually review and approve remuneration

packages of the most senior executives,

including incentive schemes and increases,

ensuring they are appropriate and in line with

the remuneration policy

h

annually appraise the performance of the

chief executive

h

annually review the remuneration of

non-executive directors of the board and

its committees

h

fulfil delegated responsibilities on share-based

incentive plans