Vodacom Integrated Report 2017

73 / 102

69
Our business Operating context Delivering on our strategy Our governance structure Administration
For the 2018 reporting period, the RemCo approved the following 2 policy changes:
g g One element of the financial targets in the short-term incentive (STIP) scheme
where EBITDA was changed to EBIT as a measure. This is to ensure greater focus
on capital discipline; and
g g Increased the weighting of direct telecommunications sector competitors to
approximately 25% within the TSR peergroup for the long-term incentive (LTIP)
scheme to ensure a more representative comparison of performance to direct
market competitors.
No changes were made to the remuneration mix for executives either at target or at
maximum award levels.
Decisions
The key decisions we took this year were to:
g g Approve increases and adjustments for executives and senior management,
as well as all other employees;
g g Review the configuration of both STIP and LTIP schemes and make changes
where appropriate;
g g Approve short-term incentives for executives and senior management, as well
as all other employees;
g g Evaluate the LTIP vesting conditions for the 2014 scheme and approve final
vesting ratios;
g g Set performance conditions for long- and short-term incentives for 2017; and
g g Review developments in local and global best practice.
The Remuneration Committee contracted the services of Vasdex Associates (Pty) Ltd
for independent external advice.
We received the support of 99.2% of shareholders who voted in favour of the
remuneration philosophy and policies tabled at the 2016 AGM.
Executive changes
Nyimpini Mabunda has been appointed as Chief Officer for the Consumer Business
Unit effective 1 September 2016.
Closure
As required by the Companies Act and King IV, the following resolutions will be tabled
for shareholder voting at the AGM, details of which can be found in the AGM notice:
g g Binding vote on non-executive directors’ fees;
g g Advisory vote on the remuneration policy; and
g g Advisory vote on the implementation report.
I would like to thank my fellow RemCo members for their continued support and look
forward to the challenges that lie ahead.
Thoko Martha Mokgosi-Mwantembe
Chairman of the Remuneration Committee
Role of the Remuneration
Committee
Our Board is responsible for the Group’s
remuneration policy assisted by
the Remuneration Committee.
The Chief Executive Officer,
Chief Human Resources Officer and any other
executives invited for specific discussion
topics attend the meetings by invitation, but
recuse themselves before any decisions are
made. The Remuneration Committee
operates according to a charter approved by
the Board and this charter is reviewed
regularly.
The Remuneration Committee’s role and
responsibilities are summarised below:
g g Determine, agree and develop the Group’s
remuneration policy;
g g Determine and agree the remuneration
packages for the Chief Executive Officer,
Chief Financial Officer and all other
members of the senior leadership team;
g g Ensure competitive reward to facilitate the
recruitment, motivation and retention of
high-performance employees at all levels
in support of corporate objectives and to
safeguard stakeholder interests;
g g Determine and recommend to the Board
the level of fees for non-executive directors;
g g Review and recommend to the Board the
relevant performance measures for
executives;
g g Consider other special benefits or
arrangements of a substantive financial
nature;
g g Review promotions, transfers and
termination of employment policies; and
g g Ensure compliance with applicable
laws and codes.
The Remuneration Committee Chairman
reports to the Board after each RemCo
meeting and attends the AGM to answer
questions from shareholders on RemCo’s
areas of responsibility.