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64

BLUE LABEL INTEGRATED ANNUAL REPORT 2015

NON-EXECUTIVE REMUNERATION

Non-Executive Directors receive fees for their

services on the Board and Board Committees,

dependent on their attendance at meetings.

Non-Executive Directors do not receive short-term

incentives nor do they participate in the forfeitable

share plan of the Company. The fees payable to the

Chairman and non-executive directors are

recommended by the RNC to the Board which, in

turn, proposes the fees for approval by the

shareholders at the AGM.

REMUNERATION REPORT

CONTINUED

Non-Executive Directors may be contracted to

render services to the Group in addition to the

aforegoing services from time to time. Details of the

fees paid to each of the Non-Executive Directors

during the year are reflected on pages 172 and 173.

The Board resolved at its meeting held on

30 June 2015 that Non-Executive Directors’

remuneration be increased for the 2016 financial

year by 6%, subject to the approval of shareholders.

The proposed fees payable to Non-Executive Directors are set out below:

Services as Directors

Current fee

Proposed fee

– Chairman of the Board (per annum)

R893 262

R946 858

– Board members (per meeting)

R40 899

R43 353

Audit, Risk and Compliance Committee

(per meeting)

– Chairman

R56 804

R60 212

– Member

R34 083

R36 128

Remuneration and Nomination Committee

(per meeting)

– Chairman

R45 443

R48 170

– Member

R27 267

R28 903

Investment Committee

(per meeting)

– Chairman

R34 083

R36 128

– Member

R20 450

R21 677

Transformation, Social and Ethics Committee

(per meeting)

– Chairman

R34 083

R36 128

– Member

R20 450

R21 677

Ad hoc Committee

(per meeting)

– Chairman

R34 083

R36 128

– Member

R20 450

R21 677

On behalf of the Remuneration Committee:

GD Harlow

Chairman

23 October 2015