69 / 98
Feedback from the Remuneration Committee
Chairman
The year proved challenging for our senior leadership team
given the dynamics with competitor organisations. We bid
farewell to Ivan Dittrich, Group CFO and Romeo Khumalo, COO
International Business. They were replaced by Till Streichert and
Vivek Mathur respectively.
The RemCo keeps abreast of market trends in the industry
and continues to monitor regulatory and governance changes
such as the retirement funding reforms and the pending
King IV Code. Amendments to our policies will be made where
necessary and appropriate.
Following various role changes and the way in which the
Executive Committee functions in terms of its Board approved
mandate, Vodacom sought legal advice as to the definition of a
prescribed officer. The outcome of this legal review was that the
Chief Officer roles of Consumer, Enterprise and International
operations met the definition as set out in the Companies Act,
but the support functions of Human Resources, Corporate
Affairs, Customer Operations, Legal and Regulatory, Technology,
and Strategy and New Business, while of a senior nature, did
not. The disclosure for prescribed officers in this remuneration
report reflects the outcome of this legal review.
Prescribed officer disclosure
À
À
Chief Executive Officer (executive director);
À
À
Chief Financial Officer (executive director);
À
À
Chief Officer: Consumer Business Unit;
À
À
Chief Officer: Enterprise Business Unit; and
À
À
Chief Operating Officer: International Business.
Thoko Martha Mokgosi-Mwantembe
Chairman of the Remuneration Committee
Our performance
Our business
Governance review
Administration
Overview
65
Meetings
The RemCo had four formal meetings during the year. Beside
these meetings, there were frequent discussions by conference call.
The main agenda items and discussion points at the formal
meetings were as follows:
Meeting
Agenda items
May 2015
À
À
Executive remuneration packages
for 2015/2016
À
À
Variable remuneration awards
À
À
Targets for 2015 LTI awards
À
À
2015 Directors’ remuneration report
September 2015
À
À
Commission policy review
À
À
Impact of retirement reform
À
À
Review of LTI scheme
November 2015
À
À
Impact of retirement reform
À
À
Prescribed officer disclosure
March 2016
À
À
Approval of annual remuneration
review percentage
À
À
Executive pay benchmarking
Section 1
Remuneration policy
This section of the report sets out Vodacom’s remuneration policy
for non-executive directors, executive directors and prescribed
officers. It describes how the policy has been implemented and
what we consider when determining our policy, and it provides a
description of each of the reward elements we offer to our
executives and employees. We also disclose payments made to
non-executive and executive directors and prescribed officers during
the year under review.
Our overall reward philosophy ensures that executive directors and
other executives are fairly rewarded for their individual contribution
to the Group’s operating and financial performance. Individual
performance is determined through our talent and performance
management processes, the outcome of which influences the
award of short- and long-term incentives.
Each element of our remuneration structure is aligned to
shareholder value and appropriately linked to our business strategy.