Remuneration committee report

This is the report of the remuneration committee (committee) of The Bidvest Group Limited appointed for the financial year ended June 30 2016 in compliance with the Companies Act and in terms of the JSE Listings Requirements.

The committee has a charter that complies with the Companies Act and King III requirements and is approved by the board of directors (board). Copies are available either from the company secretary on request, or can be downloaded from the Company website.

The committee comprises five independent non-executive directors: Messrs DDB Band (chairman), EK Diack, AK Maditsi, Mrs S Masinga and Mrs CWL Phalatse. The chief executive officer and other members of senior management may be invited to attend meetings, but may not participate in the vote process of the remuneration committee and recuse themselves from any discussion regarding their performance or remuneration. The committee utilises the services of PricewaterhouseCoopers (PwC) as independent advisers on an ad hoc basis.

The key responsibilities and role of the committee include but are not limited to:

assisting the board to ensure directors and executives are fairly and responsibly remunerated, and disclosure thereof is complete and transparent;
review management’s proposals for fees for non-executive directors prior to submission to shareholders for approval;
determining necessary criteria for performance assessment of the chief executive officer, financial director and other executive directors in discharging their functions and responsibilities;
considering the allocation of long-term incentives to directors and staff; and
overseeing and recommending the remuneration report to the board for publication.assessment of the appropriate composition of the board to execute its duties effectively;

Duties carried out
The remuneration philosophy promotes the Group’s entrepreneurial culture within a decentralised environment with the aim of achieving sustainable growth within all businesses. The philosophy emphasises the fundamental value of Bidvest’s people and their role in attaining this objective.

The duties completed by the committee this financial year included:

the review and approval of non-executive directors’ fees;
the consideration of executive director remuneration for the year under review, including short and long-term incentive programmes; and
the drafting and approval of the remuneration report, included in the annual integrated report disclosure.

The names of the members who were in office during the period August 30 2015 to September 13 2016 and the details of remuneration committee meetings attended by each of the members are:

Director   November 23
  March 10
  August 25
  September 13
DDB Band (Chair)          
EK Diack (appointed May 27 2016)              
D Masson (deceased March 20 2016)     A          
AK Maditsi          
S Masinga (appointed May 27 2016)              
CWL Phalatse          

Following the review by the committee for the year ended June 30 2016, the committee is of the view that, in all material respects, the committee has complied with the relevant requirements.

Having achieved its objectives for the financial year, the remuneration committee sets out the remuneration disclosure as part of the directors’ report. Refer to the full remuneration report available on our website.

Signed on behalf of the remuneration committee by:

Doug Band