Audit, Risk and Compliance Committee

ARCC constitution and operation

The committee operates within defined terms of reference as set out in its charter which has been approved by the Board.

The ARCC charter is available in this section under Board Committees.

The ARCC during FY20 consisted of the following independent non-executive directors:

  • Johnson Njeke (Chairman)
  • John McCartney
  • Ekta Singh-Bushell
  • Rick Medlock

The ARCC meets at least three times a year and the external auditors, the internal auditors, CEO, CFO, CRO and Group Legal are invited to attend.

Directors' attendance at ARCC meetings during FY20 and subsequently to the date of this report (all meetings were scheduled) is as follows:

  13 March
2019
13 May
2019
14 October
2019
14 January
2020
18 March
2020
18 May
2020
MJN Njeke P P P P P P
CRK Medlock       P P P
JF McCartney P P P P P P
E Singh-Bushell P P P P P P

P = Present

Note: John McCartney stepped down from his committee role on the ARCC with effect from 31 May 2020.

The principal functions of the committee are to:

  • review the annual financial statements, the half-yearly results announcement and other financial reports;
  • ensure the Group has established appropriate financial reporting procedures and that those procedures are operating effectively;
  • assess the risks facing the business and review the Group's risk management procedures;
  • monitor the effectiveness of internal controls and comment on the state of the internal control environment;
  • review the internal and external audit plans and discuss the findings and recommendations of the internal and external auditors; and
  • review the effectiveness of the external auditors including considering the findings of: the inspection performed by the auditors' regulatory body; the auditors' internal engagement monitoring inspection; the outcome of any legal or disciplinary procedures; and review the effectiveness of the internal auditors.

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set down in its charter.

The committee is satisfied that it has met its legal and regulatory responsibilities for the year under review and to the date of this report with respect to its terms of reference as set out in its charter.

The Chairman of the committee will be available at the AGM to answer queries about the work of the committee.

The ARCC's report to shareholders for the year ended 29 February 2020 is presented in the Risk Report section of the Integrated Report.

Social and Ethics Committee

Social and Ethics Committee constitution and operation

The Board has established a Social and Ethics Committee under the terms of the Companies Act 71 of 2008.

The committee operates within defined terms of reference as set out in its charter and the authority granted to it by the Board and meets at least twice a year.

The Social and Ethics Committee charter is available in this section under Board Committees.

The composition of the Social and Ethics Committee during FY20 was:

  • Maya Makanjee (Chairman from 1 June 2019)
  • Johnson Njeke (Chairman until 31 May 2020 and member until 30 November 2019)
  • Jens Montanana (CEO)
  • Stephen Davidson (Group independent non-executive Chairman)
  • Ekta Singh-Bushell (senior independent non-executive director) (member until 30 November 2019)

Directors' attendance at Social and Ethics Committee meetings during FY20 and subsequently to the date of this report (all meetings were scheduled) is as follows:

  13 March
2019
14 October
2019
18 March
2020
M Makanjee P P P
MJN Njeke P P  
JP Montanana P P P
E Singh-Bushell P P  
SJ Davidson P P P

P = Present

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set out in its charter. There were no issues identified in the committee appraisals and the committee was satisfied with the manner in which it has operated during FY20.

The Chairman of the committee will be available at the AGM to present its report noted above and to answer queries about the work of the committee.

For more information about the Social & Ethics Committee please click here.

Remuneration Committee

Remuneration Committee constitution and operation

The role of the committee is to assist the Board in ensuring that the Company remunerates directors and executives fairly and responsibly in alignment with the creation of long-term shareholder value and to ensure that the disclosure of director and senior management remuneration is accurate, complete and transparent. The Remuneration Committee operates under terms defined in its charter, which has been approved by the Board.

The Remuneration Committee charter is available in this section under Board Committees.

The Remuneration Committee comprises the following independent non-executive directors:

  • Maya Makanjee (Chairman)
  • Stephen Davidson
  • John McCartney
  • Johnson Njeke

I took over the Chairmanship of the committee on 1 September 2019. Stephen Davidson and John McCartney will stand down from the committee on 31 May 2020 and Ekta Singh-Bushell will join the committee on that date.

The Remuneration Committee's meetings during FY20 and subsequent to the date of this report (all meetings were scheduled), together with the attendance of the committee members, are shown in the table below:

  14 March
2019
14 May
2019
18 July
2019
15 Oct
2019
19 March
 2020
(video-
conference)
19 May
 2020
(video-
conference)
M Makanjee P P P P P P
JF McCartney P P P P P P
SJ Davidson P P P P P P
MJN Njeke P A P P P P

P = Present; A = Absent (medical reason)

The CEO and the CFO may be invited to attend portions of meetings of the Remuneration Committee, but neither may take part in any discussions regarding their own remuneration.

The Remuneration Committee employs the services of specialist consultants in the field of executive remuneration to provide advice. The consultants have been retained in this role during FY20 and to date are PricewaterhouseCoopers and Vasdex Associates. The committee is satisfied that the consultants have provided independent and objective advice and, while giving due consideration to any advice received, has made its decisions independently in accordance with its charter.

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude whether it is meeting its objectives as described in its charter.

The committee’s main functions and the specific activities during 2020 were as follows:

Executive remuneration

  • Determining specific remuneration packages for executive directors of the Company, including basic salary, benefits, pension, annual performance-based bonuses (STIs) and share incentives (LTIs)
  • Ensuring the STI and LTI elements of remuneration provide adequate incentive to executive directors and senior management to deliver, and at the same time stretch them to overachieve (pay for performance)
  • Determining any grants to executive directors and other senior employees made pursuant to the Company’s share schemes, and satisfying itself as to the accuracy of recorded performance measures that govern the vesting of incentives
  • Designing share incentive schemes to motivate the retention of key executives

Company-wide remuneration

  • Ensuring the remuneration strategy facilitates the attraction and retention of key talent
  • Developing the Company’s general strategy and policy on executive and senior management remuneration so that it will promote the achievement of strategic objectives and encourage individual performance
  • Regularly reviewing incentive schemes to ensure continued contribution to shareholder value creation and that these are administered in terms of the rules – the committee undertook a review of the LTIs during 2020 and as a result introduced new performance conditions for the CSP and a post-vesting holding period for the DBP

Non-executive directors

  • Ensuring the Company’s recommendation for remuneration of non-executive directors is equitable and based on third-party advice where appropriate

Compliance

  • Ensuring that the remuneration policy and implementation report are put to a non-binding advisory vote at the AGM of shareholders
  • Consulting with shareholders in the light of the AGM votes
  • Overseeing the preparation of, and recommending to the Board, the annual remuneration report and the summary for inclusion in the Company’s annual Integrated Report
  • Consideration of market trends – in this regard a clawback and malus policy was adopted during 2020

Performance relating to past performance cycle

  • Assessment of STI outcomes for FY20
  • Assessment of the achievement of performance targets for LTI awards vesting in 2020

Performance relating to the forthcoming performance cycle

  • Setting of STI targets for FY21
  • Setting of performance conditions for LTI awards granted in 2020

Future focus areas

The committee intends to continue the consultation process with shareholders and discuss the continuing evolution of the remuneration policy. During the next financial year, the committee also intends to review fair and responsible pay, diversity and inclusion and talent management.

For more information about the Remuneration Committee please click  here

Nominations Committee

Nominations Committee constitution and operation

The Nominations Committee operates within defined terms of reference as set out in its charter which has been approved by the Board.

The Nominations Committee charter is available in this section under Board Committees.

The Nominations Committee during FY20 consisted of the following independent non-executive directors:

  • Stephen Davidson (Chairman)
  • John McCartney
  • Ekta Singh-Bushell

The Nominations Committee's meetings during FY20 and subsequently to the date of this report (all meetings were scheduled), together with the attendance of the committee members, are as follows:

  14 March
2019
15 October
2019
19 March
2020
19 May
2020
SJ Davidson P P P P
JF McCartney P P P P
E Singh-Bushell P P P P

P = Present

The CEO and CFO may be invited to attend the committee's meetings, but neither may take any part in decisions regarding their own succession. The committee is satisfied that it has met its responsibilities for the year with respect to its terms of reference.

The committee is responsible for making recommendations to the Board regarding the appointment of new executive and non-executive directors and makes recommendations on the composition of the Board generally. The committee ensures that director appointments are formal and transparent and oversees succession planning for the Board and senior management.

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set out in its charter.

The Chairman of the committee reports on the committee's activities at each Board meeting and will be available at the AGM to answer questions about the committee's work.

For more information about the Nominations Committee please click here.

Board Committee Charters

AUDIT, RISK AND COMPLIANCE COMMITTEE CHARTER (136 KB) REMUNERATION COMMITTEE CHARTER (54 KB) SOCIAL AND ETHICS COMMITTEE CHARTER (81 KB) NOMINATIONS COMMITTEE CHARTER (58 KB) BOARD CHARTER (64 KB)