Accountability and sustainability

REMUNERATION COMMITTEE REPORT

In line with best practice set out in King III, the board has appointed a remuneration committee. The committee has delegated authority to review and make decisions regarding the company’s remuneration policies and the implementation thereof. The remuneration committee is mandated by the board to authorise the remuneration and incentivisation of all employees, including executive directors. In addition, the committee recommends directors’ fees payable to non-executive directors and members of board subcommittees.

The terms of reference were formally adopted by the board, and the committee is responsible, among other things for:

• Overseeing the board’s formulation, review and approval of the remuneration policy for employees and executives in line with the company’s strategic goals;
• Assisting the board in ensuring the directors are fairly and responsibly remunerated;
• Recommending the proposed allocations in terms of the company’s Share Purchase and Option Scheme to the board;
• Recommending the advisory adoption of the company’s remuneration policy and non-executive directors’ remuneration to shareholders;
• Approving executive directors’ guaranteed pay and increases; and
• Approving non-executive directors’ emoluments and increases for the next reporting period.

The committee members are set out in the governance structure and their meeting attendance is set out under board and committee meetings. Other members of the board and external consultants may attend the meetings by invitation.

REMUNERATION POLICY

The company’s remuneration policy seeks to attract and retain high-calibre, appropriately skilled employees and executives.

The company’s Share Purchase and Option Scheme serves as a long-term incentive, and is designed to retain and reward both senior executives and employees at various levels of management in the organisation.

It allows selected individuals the opportunity to share in the success of the company and be incentivised to deliver Stor-Age’s strategy over the long-term as well as create alignment between key employees.

Details of the awards made during the year are set out in note 25.4 to the annual financial statements and notice of annual general meeting.

NON-EXECUTIVE DIRECTORS

Non-executive directors do not have employment contracts and do not receive any benefits associated with permanent employment. The fees paid to executive directors in the reporting period are detailed in note 25.4 to the annual financial statements.

The proposed fees for the non-executive directors for the current financial year and the ensuing financial year are as follows:

Based on the current planned meeting schedule, the above fees total R1 million for the coming reporting period. The proposed fees will be tabled for approval by shareholders as required by the Companies Act at the upcoming annual general meeting.

Gareth Fox

Remuneration Committee Chairman

13 June 2017