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Remuneration

report

“Our remuneration philosophy is to reward our executives and our employees for their contribution

to our strategic, operating and financial performance, and to ensure that our remuneration is conducive

to developing and retaining top talent, critical skills and intellectual capital”.

Remuneration Committee (RemCo)

    Key responsibilities

À

À

Determine, agree and develop Vodacom’s remuneration

policy and philosophy;

À

À

Determine and agree the remuneration and overall

compensation package for the CEO, CFO, executive directors

and prescribed officers;

À

À

Ensure that competitive reward strategies and programmes

are in place to facilitate the recruitment, motivation and

retention of high-performance staff at all levels in support

of realising corporate objectives and to safeguard

stakeholder interests;

À

À

Review and recommend to the Board the relevant criteria

necessary to measure the performance of executives;

À

À

Ensure compliance with applicable laws and codes; and

À

À

Regularly monitor the application of the Group’s

remuneration policy to ensure it is appropriate, fair and

reasonable from both an internal business perspective, as

well as an external market perspective.

Committee meetings

The Chief Executive Officer, Chief Human Resources Officer and

executives responsible for the Group’s remuneration attend the

meetings by invitation, but recuse themselves for discussions and

decisions regarding their own remuneration.

The RemCo seeks and considers advice from independent

remuneration advisors where appropriate. In this context, Vasdex

Associates were retained to provide in depth external advice to the

committee on matters of remuneration governance and practice.

Membership

Chairman:

Thoko Martha Mokgosi-

Mwantembe:

Independent

non-executive director

Members:

David Hugh Brown:

Independent non-executive director

Ronald Adrianus Wilhelmus Schellekens:

Non-executive director

Serpil Timuray:

Non-executive director

Vodacom Group Limited

Integrated report for the year ended 31 March 2016

64