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84

MultiChoice South Africa Holdings Proprietary Limited

Integrated annual report 2018

Corporate governance review

(continued)

The performance objectives of our executive directors for the 2017/18 financial year and the

proposed objectives for the 2018/19 financial year are outlined below:

Name

2017/18 objective and weighting

2018/19 objective and weighting

Nolo Letele

h

Trading profit – 10%

h

Free cash flow target – 10%

h

Subscriber growth (RSA) – 20%

h

Strategic and operational

goals – 60%

h

Financials (MCSA group) – 10%

h

Subscriber growth (RSA) – 10%

h

Subscriber gross growth (RSA) – 10%

h

Subscriber growth (Connected

Video (CV)) – 10%

h

Strategic and operational

goals – 60%

Uvashni

Raman

h

Core headline earnings – 10%

h

Cash target – 15%

h

Subscriber growth (RSA) – 10%

h

Subscriber growth (MultiChoice

Africa Limited – MAL) – 10%

h

Strategic and operational

goals – 55%

h

Financial targets – 20%

h

Equated subscriber growth (RSA

and MAL) – 10%

h

Subscriber gross

growth (RSA and MAL) – 5%

h

Subscriber growth (CV) – 5%

h

Strategic and operational

goals – 60%

Remuneration report

(continued)

for the year ended 31 March 2018

Non-executive directors’

remuneration policy

The fee structure for non-executive directors

has been designed to ensure we attract, retain

and appropriately compensate a diverse and

experienced board of non-executive directors.

Non-executive directors receive an annual

fee as opposed to a fee per meeting,

which recognises their ongoing responsibility

for efficient control of the company.

Remuneration is reviewed annually, and is

not linked to the company’s share price or

performance. Non-executive directors do not

qualify for share allocations under the group’s

incentive schemes.

Non-executive directors’ terms of

appointment

The board has clear procedures for

appointing and orientating directors. The

nomination committee periodically assesses

the skills represented on the board and

determines whether these meet the

company’s needs. Annual self-evaluations

are done by the board and its committees.

Directors are invited to give their input in

identifying potential candidates. Members of

the nomination committee propose suitable

candidates for consideration by the board. A

fit and proper evaluation is performed for each

candidate.

Retirement and re-election of directors

All non-executive directors are subject to

retirement and re-election by shareholders

every three years. Additionally, non-executive

directors are subject to election by

shareholders at the first suitable opportunity

for interim appointments. The names of

non-executive directors submitted for election

or re-election are accompanied by brief

biographical details to enable shareholders to

make an informed decision on their election.

The reappointment of non-executive directors

is not automatic.