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MultiChoice South Africa Holdings Proprietary Limited

/

Integrated annual report 2017

65

v

CORPORATE GOVERNANCE REVIEW

(CONTINUED

)

REMUNERATION REPORT

FOR THE YEAR ENDED 31 MARCH 2017

REMUNERATION AND EQUITY

COMMITTEE AND ITS ROLE

The remuneration and equity committee

comprised only non-executive directors on

31 March 2017. Executive directors and certain

members of management attend meetings by

invitation as appropriate. This committee met

three times during the period with attendance

detailed on

page 64.

Its main responsibilities are to:

à

determine and approve general policy on

strategic compensation issues, which must

be tabled at each annual general meeting for

a non-binding advisory vote by shareholders

à

prepare an annual remuneration report for

inclusion in the company’s integrated report

à

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

à

annually appraise the performance of the chief

executive

à

review the remuneration of non-executive

directors of the board and its committees

annually

à

ful l delegated responsibilities on share-based

incentive plans, for example appointing

trustees and compliance of cers

à

review incidents of unethical behaviour by

senior managers and the chief executive

à

review the company’s code of business ethics

and conduct annually

à

annually review the committee’s charter and,

if appropriate, recommend amendments for

approval by the board, and

à

perform an annual self-assessment of its

effectiveness, reporting these ndings to the

board of directors.

The committee ful lled its remit during the year.

REMUNERATION STRATEGY AND

POLICY

The group’s remuneration strategy aims to

attract, motivate and retain competent leaders in

its drive to create sustainable shareholder value.

We aim to recognise top performance and to

attract entrepreneurs and the best creative

engineers and employees to grow the value of

the group. Our policy and practices align the

remuneration and incentives of executives and

employees to the group’s long-term

business strategy.

Primary objectives include the need to promote

superior performance; direct employees’

energies towards key business goals; achieve

the most effective returns for employee spend;

address diverse needs across differing cultures;

and have a credible remuneration policy.

MultiChoice has an integrated approach to

reward strategy, encompassing a balanced

design, in which reward components are aligned

to the strategic direction and business-speci c

value drivers of MultiChoice.

OVERVIEW OF REMUNERATION

Non-executive directors of MultiChoice South

Africa receive annual remuneration as opposed

to a fee per meeting. This recognises their

ongoing responsibility for the efficient control of

the company. This remuneration is augmented

by compensation for services on committees of

the board and boards of subsidiaries. A premium

is payable to the chair of the board and chairs of

committees.