Part 1: the Remuneration and Nomination Charter – terms of reference
Under its terms of reference to assist the Board, the Remuneration and Nominations Committee’s (“the committee’s” or “Remco”) dual objectives are to ensure that:
- Remuneration of the executives and the staff are competitive and stimulates sustainable performance and behaviours that create shared value over the long term; and
- The Board composition and structures are appropriate, including the size and composition of the various Board committees and considering whether there is an appropriate split between Executive, Non-executive and Independent Directors. The committee has the responsibility and authority to consider and make recommendations to the Board on, inter alia, the remuneration policy of the Company, executive remuneration, short-, medium- and long-term incentive schemes and employee retention schemes.
The terms of reference of the committee is reviewed annually by the Board and is available on request from the Company secretary.
Concerning remuneration matters specifically, the Committee endeavours to ensure that:
- Quality staff are retained and developed;
- Through its oversight role, the remuneration practices of staff are applied consistently in accordance with the Remuneration Policy and they are compliant with the laws, governance principles and regulations of Mauritius;
- Remuneration is regularly benchmarked against other property funds listed on the SEM and the JSE; and
- Employees are responsibly and fairly remunerated and equal opportunity is afforded to all employees.
The Committee consists of three Non-executive Directors. At the date of this report the Remuneration and Nomination Committee comprised the following Directors:
- Peter Todd (Lead Independent)
- Sandile Nomvete
- Ian Macleod
The Committees continue to hold joint meetings, with the agenda’s appropriately structured so as to separate out nomination and remuneration matters.
The CEO, the CFO and representatives from the Intercontinental Fund Services Limited attend the Committee meetings by invitation only.
The charter requires that the Committee meet a minimum of three times prior to the end of the financial year.
The Committee met three times during the year. Refer to page 66 for a schedule of meeting attendance.
Part 2: Remuneration in 2016 Executive and Non-executive Directors’ contracts
The Executive Directors do not have fixed-term contracts with the Group. A three-month notice period is required for the Executive Directors, employed by the Asset Manager, for the termination of services. There is no provision in the contracts for loss of office payments, other than those required by employment law.