Governance and Sustainability

Remuneration committee

Mandate and terms of reference

 
1

Introduction

 

1.1

The remuneration committee (“the committee”) is constituted as a committee of the board of directors of Sun International Limited (“the Company”). The duties and responsibilities of the members of the committee are in addition to those as members of the board.

1.2

The deliberations of the committee do not reduce the individual and collective responsibilities of board members in regard to their fiduciary duties and responsibilities, and they must continue to exercise due care and judgement in accordance with their statutory obligations.

1.3

These terms of reference are subject to the provisions of the Companies Act, the Company’s Memorandum of Incorporation and any other applicable law or regulatory provision.

 
2

Purpose

 

The purpose of the committee is to:

2.1

review the design and management of executive directors and senior executives regarding salary structures and policies, incentive schemes and share incentive and option programmes to ensure that they motivate sustained high performance of the Group and the achievement of the Group’s strategic objectives;

2.2

ensure that competitive reward strategies and programmes are in place to facilitate the recruitment, motivation and retention of high performance executive directors and senior executives in support of realising corporate objectives and in safeguarding shareowner and stakeholder interests;

2.3

develop and implement a philosophy of remuneration and disclosure to enable a reasonable assessment of reward practices and governance processes to be made by stakeholders;

2.4

oversee the establishment of a remuneration policy that will promote the achievement of the Group strategic objectives and its reward strategies and annually review the remuneration policy thereafter;

2.5

ensure that the remuneration policy is put to a non-binding advisory vote at the annual general meeting of shareowners;

2.6

ensure that the mix of fixed and variable pay, in cash, shares and other elements, meets the Company’s needs and strategic objectives;

2.7

oversee management’s adherence to the Group trading policy;

2.8

recommend the level of non-executive directors and board committee fees to the board, and thereafter to shareowners, having received the proposals/recommendations of the executive directors;

2.9

ensure consideration is given to executive succession planning in the Group; and

2.10

review the annual employment equity results of the Group.

 
3

Composition of the Committee

 

3.1

The Chairman of the committee (“the Chairman”) (who shall preferably be an independent non-executive director) and members of the committee shall be appointed by the board and shall comprise only non-executive directors, the majority of whom shall be independent. The board Chairman should preferably not be appointed the Chairman of the committee, but may be a member of the committee.

3.2

The committee shall consist of no less than four members and shall be appointed by the board, upon recommendation by the nomination committee.

3.3

The Chief Executive and the Director: Human Resources shall attend all meetings by invitation, unless deemed inappropriate by the committee. External advisors may be invited to attend for all or part of the meeting, as and when appropriate.

3.4

The Secretary of the Company shall be secretary to the committee.

3.5

No director or employee should be present when his/her own salary or fee is discussed.

3.6

The members of the committee as a whole must have sufficient qualifications and experience to fulfil their duties.

3.7

The committee composition shall be reviewed annually.

 
4

Quorum

 

4.1

The quorum for a meeting shall be a majority of the members present throughout the meeting.

4.2

Decisions of the committee shall be carried by vote of the majority of members present at meetings.

 
5

TERM

 

The board shall have the power at all times to alter the size of the committee, or to remove any members from the committee and to fill any vacancies created by such removal, as soon as practicable after the annual general meeting.

 
6

Reporting Responsibilities

 

6.1

The committee reports to the board through its Chairman who shall report at each board meeting on matters relating to the committee in accordance with these terms of reference.

6.2

The Chairman shall also be available to discuss any matters of a sensitive nature arising from the meetings of the committee with directors who are not members of the committee on request.

6.3

The names of the members of the committee, the number of formal meetings held and attendance by each member during the financial year shall be published in the Group’s Integrated Annual Report.

6.4

Information on the remuneration of non-executive directors, executive directors and the remuneration philosophy applied in the Group shall be disclosed in the Annual Integrated Report in terms the Companies Act, the Listings Requirements of the JSE Limited, the King Code of Corporate Practices and Conduct and any other applicable legislation.

6.5

The committee shall review and make recommendation to the board, on the remuneration report that is to be included in the Group’s Annual Integrated Report, with particular reference as to whether the remuneration report is accurate, complete and transparent.

6.6

The Chairman or in his absence a member of the committee shall be available to answer questions at the Company’s annual general meeting on the subject of remuneration.

 
7

Authority

 

7.1

The committee acts in terms of the delegated authority of the board as recorded in these terms of reference.

7.2

The committee shall have the authority to:

 

7.2.1

access any information it needs to fulfil its responsibilities;

 

7.2.2

seek independent advice at the Company’s expense in terms of the Company’s Professional Advice Policy;

 

7.2.3

investigate matters within its mandate; and

 

7.2.4

consult with the Chief Executive, the Director: Human Resources and other Group executives.

7.3

This mandate shall be reviewed by the committee on an annual basis and any proposed amendments to the mandate shall be recommended to the board for their consideration and approval.

 
8

Procedure

 

8.1

A minimum of two scheduled meetings shall be held a year.

8.2

Informal consultation shall occur as and when required.

8.3

Meetings of the committee shall be called by the secretary of the committee at the request of the committee Chairman.

8.4

Papers for consideration by the committee shall be submitted, in the normal course, at least five days before a meeting to enable members the time for study and, if required, prior informal discussion.

8.5

Minutes of the meetings of the committee shall be circulated by the secretary. Minutes will also be circulated to the other directors who are not members of the committee.

8.6

The committee shall establish an annual meeting plan for each year to ensure that all relevant matters are covered by the agendas of the meetings planned for the year.

 
9

Terms of Reference

 

9.1

The committee shall consider and approve policy and practice standards for the following, and shall annually:

 

9.1.1

after consultation with the executive directors, recommend to the board the remuneration of the board Chairman (being subject to shareholders’ approval by way of a special resolution) having reviewed the evaluation of his performance by the nomination committee;

 

9.1.2

having received the proposals/recommendations of the executive directors, place before the board the remuneration and supplementary/ad hoc remuneration of non-executive directors including members of board committees for approval by the board (being subject to shareholders’ approval by way of a special resolution) having reviewed the evaluation of their performance by the nomination committee;

 

9.1.3

perform an annual appraisal of the executive performance of the Chief Executive, and his direct reports and report on the outcomes of these appraisals to the board;

 

9.1.4

agree the remuneration of the Chief Executive and his direct reports, giving consideration to both the short and longer term components of remuneration and individual contributions and performance, and after due regard of the outcomes of the appraisals referred to in 9.1.3;

 

9.1.5

review the compulsory employee benefits applicable within the Group, notably retirement funding and healthcare benefits as well as the costs relevant thereto;

 

9.1.6

ensure the proper and due administration of the Company’s share trusts, share incentive plans and option schemes;

 

9.1.7

review the proposed EBS adjustments and determine the WACC annually; and

 

9.1.8

review the levels of authority of the Chief Executive.

9.2

The committee shall be advised, for noting, of the remuneration policies and practices applied below direct reports on an annual basis relating to the top 20 generalists, the top 10 specialists and of the total Group salary increment.

9.3

The committee should take cognisance of the following in their determinations in relation to the above (paragraphs 9.1 and 9.2):

 

9.3.1

current industry and corporate practices to ensure that a fair, reasonable and competitive policy is applied within the Group;

 

9.3.2

evaluate the various options and alternatives in relation to grants and benefits within the framework of remuneration;

 

9.3.3

oversee alignment between individual performance of executive and rewards recommended by management;

 

9.3.4

obtain independent and objective assessments of the remuneration packages granted to directors and senior executives;

 

9.3.5

approve the terms of service contracts in relation to senior executives and executive directors; and

 

9.3.6

review such other remuneration related matters as may be directed by the board from time to time.

9.4

The committee shall carry out an annual self-evaluation of its own performance, the results of which shall be reported to the board.