INTEGRATED ANNUAL REPORT FOR PHUTHUMA NATHI INVESTMENTS (RF) LIMITED

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MultiChoice South Africa Holdings Proprietary Limited / Integrated annual report 2017 67 v
CORPORATE GOVERNANCE REVIEW (CONTINUED)
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2017
There is no automatic entitlement to bonuses
or early vesting of share-based incentives if an
executive leaves the employ of the company.
A maximum number of shares/appreciation
rights may be awarded in aggregate and to
any individual for each share-based
incentive scheme.
SERVICE CONTRACTS
Executive contracts are subject to standard
terms and conditions of employment. Executive
and non-executive directors’ contracts do not
contain golden parachute clauses. None are
linked to any restraint payment by the company.
Non-executive directors are subject to the
regulations on appointment and rotation in terms
of the company’s memorandum of incorporation
and the Companies Act of South Africa.
No executive director has a notice period of
more than one year. No executive director’s
service contract includes predetermined
compensation as a result of termination that
would exceed one year’s salary and bene ts.
SHARE-BASED INCENTIVE PLANS
Details of the group’s share-based incentive
schemes appear in the annual nancial
statements on .
There is no dilution as these are share
appreciation rights.
KEY MANAGEMENT REMUNERATION
Key management comprises individuals with
authority and responsibility for planning,
directing and controlling the activities of the
group. Comparatives have not been restated
for changes in the composition of key
management remuneration.
2017
R’000
2016
R’000
Key management
remuneration –
consolidated
Short-term employee
bene ts 77 965 86 638
Other long-term bene ts 5 415 3 062
Share-based payment
charge 10 247 13 164
Fees paid to key
management 93 627 102 864
Non-executive directors
Directors’ fees 46 689 30 861
All amounts are paid by companies in the group
other than MultiChoice South Africa Holdings.
NON-EXECUTIVE DIRECTORS’ TERMS
OF APPOINTMENT
The board has adopted a policy on procedures
for the appointment and orientation of directors.
The remuneration and equity committee
periodically assesses skills represented on the
board by non-executive directors to determine
whether these meet the company’s needs.
Annual self-evaluations conducted by the board
and its committees assist in this regard.
Directors are invited to provide input in
identifying potential candidates. Members of
the committee propose suitable candidates for
consideration by the board, with a t and proper
evaluation performed for each candidate.