COMPOSITION AND MEETINGS
The Committee comprised of the following members during the year and as at 31 December 2024.
| Name | Category | Meeting Attendance |
|---|---|---|
| Mr E R C Moraes (Chairman) |
Independent Non-Executive Director |
2/2 |
| Mr M Ismail | Independent Non-Executive Director |
2/2 |
| Ms R J Moraes | Independent Non-Executive Director |
2/2 |
The Company Secretary functions as the Secretary to the Board Remuneration Committee. The Executive Chairman, Managing Director/Chief Executive Officer, Senior Executive Director/Chief Financial Officer (CFO) and/or Executive Director/Chief Operating Officer attend meetings by invitation.
PURPOSE OF THE COMMITTEE
The Committee was established to make recommendations to the Board on the Company’s framework of remunerating the chief executive officer, executive directors and guidelines for fair and transparent procedures for remunerating senior management including post-employment benefits as well as terminal benefits. A Board approved Remuneration Policy is in place for the above purposes.
TERMS OF REFERENCE
The Committee’s terms of reference
outline the composition, role and
responsibilities of the Committee.
The Committee is committed towards
upholding the principles of accountability
and transparency ensuring that
remuneration structures are fair and
aligned with the performance of the
Company and long-term interest of the
shareholders.
KEY RESPONSIBILITIES
▶ Set the principles, parameters and governance framework of the Company’s remuneration policy.
▶ Review the Human Resources policies and interventions, salary structures and incentive schemes.
▶ Make recommendations to the Board regarding the Company’s remuneration practices ensuring these are in line with the overall business strategy, objectives and long-term interests of the Company.
▶ Make recommendations to the Board regarding the remuneration of the Chairman, Managing Director/ Chief Executive Officer and Executive Directors.
ACTIVITIES PERFORMED DURING THE YEAR 2024
▶ Recommended the annual salary increments of the employees.
▶ Discussed the survey results of ‘Great Place to Work’ and the proposed actions.
▶ Reviewed the Remuneration Policy of the Company in line with the latest developments in the market.
▶Established a Policy on Remuneration for Non-Executive Directors.
▶ Reviewed the Terms of Reference [TOR] of the Committee.
▶ Discussed the Self-Evaluation of the Remuneration Committee in terms of the TOR and the performance of the Committee independently by all members and the outcome was submitted to the Board for review purposes.
PROFESSIONAL ADVICE
The Committee is authorised to seek external professional advice on matters within its purview.
REMUNERATION PAID TO DIRECTORS
The remuneration paid to Directors
during the year under review is disclosed
in Note 44 (iv) to the financial statements.
All Independent Non-Executive Directors
receive a fee for serving on the Board
and Board Subcommittees. They do
not receive any performance related
incentive.
The Company does not have an
Employee Share Ownership Plan
for Directors and Key Management
Personnel.
CONCLUSION
In 2025, the Company will continue to focus on introducing and strengthening HR policies, practices and systems in the area of performance management, employee recognition, strategic workforce planning and productivity, capability development, employee engagement and succession management. The annual evaluation of the performance of the Committee was carried out by the Board and the Committee was deemed to be operating effectively.
E R C Moraes
Chairman – Board Remuneration Committee
20th February 2025