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Remuneration and Nomination

Members and attendees

Number of meetings

GD Harlow (C of RC)

LM Nestadt (C of NC)

JS Mthimunye

EC de Villiers*

BM Levy*

MS Levy*

DA Suntup*

4

Member attendance

100%

(C)

Chairman.

*

Attendee.

Key objective and terms of reference (TOR)

Ensure competitive remuneration and incentive policies aligned with strategy, review design and targets of the Group’s

forfeitable share plan and review associated annual awards under the share plan, executive and non-executive appointments

and succession, annual evaluation of independence of Non-Executive Directors and composition of Board and its committees.

The Remuneration and Nomination Committee concluded that it has fulfilled its responsibilities in accordance with its terms

of reference.

2017 Focus areas and activities

f

ensuring that the Group upholds its entrenched remuneration philosophy;

f

ensuring that the combination of fixed and variable pay is appropriate when benchmarking remuneration levels;

f

reviewing incentive schemes aligned to growth in shareholder value;

f

reviewing incentive schemes to ensure that they are administered and implemented in terms of their rules and

performance targets;

f

reviewing remuneration of Executive Directors and Senior Management;

f

submitting recommendations to the Board with regard to non-executive remuneration for ultimate approval by

shareholders;

f

managing stakeholder relations and expectations, as deemed appropriate on remuneration matters;

f

ensuring that the Group continues to progress with race and gender diversity on the Board and committees; and

f

ensuring that the Group has implemented succession planning at both top level management and subsidiary

management level.

Refer to Remuneration report on pages 56 to 66 for further details on our remuneration philosophy, policy and

implementation.

2018 Focus areas

Continue to ensure that total rewards are set at levels that are competitive and drive performance in the short and long term

ensuring alignment with shareholder interest and at the same time promote an ethical culture and responsible corporate

citizenship.

BLUE LABEL

INTEGRATED ANNUAL REPORT 2017

43

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