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BLUE LABEL INTEGRATED ANNUAL REPORT 2014
AIRTIME
REMUNERATION
REPORT
REMUNERATION AND NOMINATION
COMMITTEE
The Board has delegated to the Remuneration
Committee responsibility for determining the
remuneration of the executive directors and senior
managers, as well as for approving the allocation of
shares under the Group’s forfeitable share scheme.
The Remuneration Committee also acts as the
Nomination Committee.
Following a query from the JSE in late 2013 regarding
the independence of the Remuneration and
Nomination Committee, the Chairman of Blue Label,
Mr LM Nestadt, was appointed to the Remuneration
and Nomination Committee in order to chair
nomination matters. Mr Lazarus SC continues to
chair the remuneration matters at the meetings of
the Committee. Mr Ellerine resigned as a member
of the Committee due to the need to restructure
the composition of the Committee to accord with
the requirements of the JSE. The majority of the
Committee is comprised of independent
non-executive directors.
The Committee consists of three non-executive
directors, namely Messrs LM Nestadt, NN Lazarus SC
and GD Harlow. The Joint CEOs and the Financial
Director attend certain meetings of the Committee by
invitation, but do not vote on Committee decisions.
The chairpersons of the Committee report to the
Board on the Committee’s deliberations and
decisions.
In respect of the annual salary review of staff,
the Group Head of Human Resources makes
recommendations to the Committee for its
consideration. The Committee also makes its own
recommendations regarding the fee structure for non-
executive directors and the fees payable for members
of Board committees for consideration by the Board
and, ultimately, for approval by shareholders.
Philosophy
The Group’s Remuneration Philosophy is to strive to
reward employees in a fair and responsible way and
to ensure a culture of high performance through
employees who are motivated, engaged and who
subscribe to the principle of achieving a balance
between shareholder interests and appropriate
remuneration packages. The Remuneration Policy is
formulated to attract, retain and motivate top-quality
people. Remuneration arrangements are designed to
support Blue Label’s business strategy, vision and to
align with best practices. Total rewards are set at
levels that are competitive in the context of the
relevant areas of responsibility and the industry in
which the Group operates, with due regard to market
conditions. Total incentive-based rewards are earned
through the attainment of demanding key
performance indices and targets, consistent with
shareholder growth expectations.
The Group is conscious of succession planning in
order to ensure that successors are in place for certain
identified positions.
Governance
Key duties of the Committee include:
➔
ensuring that the Group upholds its entrenched
Remuneration Philosophy;
➔
ensuring that the combination of fixed and variable
pay is appropriate when benchmarking
remuneration levels;
➔
reviewing incentive schemes in order to ensure a
continuing contribution to growth in shareholder
value;
➔
reviewing incentive schemes in order to ensure
that they are administered and implemented in
terms of their rules and performance targets;
➔
reviewing remuneration of Executive Directors and
Senior Management; and
➔
submitting recommendations to the Board with
regard to non-executive remuneration for ultimate
approval by shareholders.