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BUSINESS MODEL
AND STRATEGIC
OBJECTIVES
LEADERSHIP
GOVERNANCE
SHAREHOLDERS’
INFORMATION AND
ADMINISTRATION
OPERATING
PERFORMANCE
FINANCIAL
PERFORMANCE
BLUE LABEL INTEGRATED ANNUAL REPORT 2014
43
Committee
Members and
attendees
Principal activities
Remuneration
and Nomination
(bi-annually)
NN Lazarus SC
(C of RC)
LM Nestadt
(C of NC)
EC de Villiers*
GD Harlow
BM Levy*
MS Levy*
DA Suntup*
➔
➔
Determine and agree with the Board, the framework or
broad policy for the remuneration of the executive directors,
non-executive directors and any other members of executive
management or as it is designated to consider
➔
➔
Review, for recommendation to the Board, the design of
and targets for the Group’s forfeitable share plan
➔
➔
Determine annually whether awards are to be made
under the forfeitable share plan and the overall individual
amounts of such awards
➔
➔
Recommend to the Board the remuneration of
non-executive directors for approval by shareholders
➔
➔
Identify and nominate candidates for the approval of the
Board, to fill vacancies as and when they arise
➔
➔
Recommend the appointment of new executive and
non-executive directors, including recommendations on
the composition of the Board and the balance between
executive and non-executive directors and any
adjustments that are deemed necessary
More information on the activities and responsibilities of the
RNC is included on pages 62 to 66.
Social, Ethics and
Transformation
(bi-annually)
SJ Vilakazi (C)
MJ Campbell*
EC de Villiers*
KM Ellerine
GD Harlow
IJ Hindley*
NN Lazarus SC*
BM Levy (alternate
DA Suntup)
➔
➔
The main function of the Committee is to monitor the
Group’s activities and compliance with legislation relating to
equality, black economic empowerment, good corporate
citizenship, the environment, health, public safety, and
consumer and labour relations, as well as to advise the Board
of directors, where necessary and appropriate
➔
➔
The Group’s ethical business conduct, including any activity
on the ethics hotline, is reviewed by the Committee
The report of the Committee is on page 71.
Investment
(ad hoc,
minimum two)
GD Harlow (C)
EC de Villiers*
KM Ellerine
DR Hilewitz
(Consultant)
NN Lazarus SC
BM Levy
MS Levy
JS Mthimunye
MV Pamensky
DA Suntup
➔
➔
Review acquisitions, investments and disposals made
within the Executive Committee’s mandate
➔
➔
Review, consider and approve proposed acquisitions,
investments and disposals of the Group recommended by
the Executive Committee ranging from between
R40 million and R100 million per transaction
➔
➔
Recommend to the Board acquisitions and investments of
the Group above R100 million
➔
➔
Review the performance of each investment and acquisition
made.
C – Chairman.
* Attendee.
GOVERNANCE
FRAMEWORK
CONTINUED