CORPORATE GOVERNANCE |
Corporate governancePick n Pay Stores LimitedRemuneration committee reportRemuneration of Chief Executive OfficerRichard Brasher was appointed as CEO of the Group in 2013. He will be paid an annual base salary of R7 million, will receive a company car allowance and the Company will contribute towards the medical aid scheme on his behalf. He will also take part in the Group's short-term and long-term incentive schemes as disclosed here and here. In deciding on Richard Brasher's base pay, the remuneration committee took into account the following factors:
The remuneration committee benchmarked our new CEO's base salary against similar sized South African companies and his salary is considered fair in relation to the market and his expertise. Prescribed officersThe Board is wholly responsible for the formulation, development and effective implementation of Group strategy. In turn, the Board delegates operational strategy implementation and general executive management of the business to its executive directors. As such, in terms of section 38 of the Companies Act 2008, the executive directors of the Board are identified as prescribed officers, and their remuneration is detailed here. Top 3 earnersIn accordance with King III, we disclose below the top 3 earners of the Group, excluding executive directors, identified by the total remuneration awarded including the IFRS 2 value of share options granted.
Non-executive directors' feesIn respect of non-executive directors, the remuneration committee proposes fees to be paid for the membership of Board and Board committees. Such fees are market-related, commensurate with the time required to undertake their duties and must be approved by the Board and shareholders. Approved fees are set for the annual financial period. Fees are not subject to attendance at meetings as attendance at Board meetings is generally very good. Remuneration is not linked to the performance of the Group or share performance. Non-executive directors do not receive performance-related bonuses and are not granted share options. The fees for the 2013 annual financial period were approved by shareholders at the AGM held on 15 June 2012. The proposed fees for the 2014 annual financial period will be submitted to shareholders for approval at the AGM to be held on 25 June 2013. Remuneration of non-executive Chairman for the 2014 annual financial periodGareth Ackerman received a fee of R3 450 000 in his role as Chairman and acting CEO for the 2013 annual financial period while the Group conducted its search for a new CEO. The remuneration committee has proposed that his fee remain unchanged for the 2014 annual financial period. His role has reverted to that of non-executive Chairman for the 2014 annual financial period. Gareth is active in corporate governance issues and the overarching strategy for the companies in the Group. He is not involved in the day-to-day executive administration of the business, but holds himself available to contribute to the executive team if they request his advice. In addition, Gareth is ensuring that the CEO enjoys a smooth transition into the business.
Risk management and remuneration practicesThe remuneration committee ensures that corporate governance aspects and legal requirements are met when existing remuneration policies are reviewed and new remuneration plans and policies are put in place. In doing so the committee ensures that shareholder interests are protected and reward systems and remuneration policies are aligned to the Company's risk profile.
22 April 2013 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
