{"id":3038,"date":"2022-06-20T11:08:29","date_gmt":"2022-06-20T09:08:29","guid":{"rendered":"https:\/\/famousbrands.co.za\/iar2023\/remuneration-committee-report\/"},"modified":"2023-06-21T14:06:05","modified_gmt":"2023-06-21T12:06:05","slug":"remuneration-committee-report","status":"publish","type":"page","link":"https:\/\/famousbrands.co.za\/iar2023\/governance-and-remuneration\/remuneration-committee-report\/","title":{"rendered":"Remuneration Committee report<\/span>"},"content":{"rendered":"
\n

Through the Remuneration Committee, the Board ensures that the Group adopts a Remuneration Policy and practices that align with the Group\u2019s strategy and values. We are responsive to the views of our shareholders on remuneration matters and seek to balance shareholders\u2019 interests with those of our executives and employees.<\/h2>\n
\n

Mandate<\/h2>\n

The purpose of the Remuneration Committee is to assist the Board in discharging its oversight responsibilities relating to all compensation matters, including reviewing all components of remuneration, proposing measures for the STI and LTI schemes, implementing all relevant employee compensation policies, ensuring alignment with market best practices and compliance with King IV.<\/p>\n<\/p><\/div>\n

Attendance and composition <\/h2>\n\n\n\n\n\n
Members<\/td>\nInvitees<\/td>\nRelevant skills profile of members<\/td>\n<\/tr>\n<\/thead>\n
\n

Chairman<\/h4>\n
    \n
  • CH Boulle (2\/3*)<\/li>\n<\/ul>\n

    Members<\/h4>\n
      \n
    • SL Botha (3\/3)<\/li>\n
    • F Petersen-Cook** (3\/3)<\/li>\n<\/ul>\n<\/td>\n

\n
    \n
  • CEO<\/li>\n
  • Group HR Executive<\/li>\n
  • Company Secretary<\/li>\n
  • Group Financial Director <\/li>\n<\/ul>\n<\/td>\n
Committee members are highly skilled in business and strategy, legal, risk and governance,
\n marketing, and finance. The Chairman of the Committee has sat on remuneration committees for over 20
\n years and has assisted various listed and non-listed entities in implementing incentive structures in
\n his capacity as a corporate attorney.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
*<\/sup><\/td>\nChris Boulle was appointed as a member and Chairman of the Remuneration Committee on 1 July 2022. <\/td>\n<\/tr>\n
**<\/sup><\/td>\nFagmeedah Petersen-Cook joined the Remuneration Committee on 1 June 2022.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Focus areas for 2023 <\/h2>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
General <\/td>\n<\/tr>\n
\n
    \n
  • Reviewed and approved the Committee Charter and annual Committee work plan.<\/li>\n
  • Reviewed and approved remuneration-related disclosures in the IAR and Group AFS, and the
    \n remuneration report for presentation at the AGM for purposes of passing the non-binding advisory
    \n votes.<\/li>\n
  • Noted the changes in the Famous Brands B-BBEE scorecard related to employment equity.<\/li>\n
  • Oversaw the implementation of the Remuneration Policy and the project to rewrite it to improve
    \n clarity and completeness. <\/li>\n
  • Reviewed reports based on benchmarking studies to review Exco remuneration relative to the
    \n market (read more).<\/a> <\/li>\n
  • Reviewed the Malus and Clawback policy.<\/li>\n
  • Engaged with shareholders regarding their concerns on the previous Remuneration Policy.<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
Remuneration amendments <\/td>\n<\/tr>\n
\n
    \n
  • Conducted a detailed review of the LTI and STI for implementation in 2024.<\/li>\n
  • Approved increases for administration employees and the payment of their annual bonuses.\n <\/li>\n
  • Approved increases and bonuses for Exco members, and the Executive LTI allocations in line with
    \n scheme rules and SARs\/retention share split.<\/li>\n
  • Considered and approved the deferred decision on executive directors\u2019 STI\/LTI and TCC increases.\n <\/li>\n
  • Approved the vesting of LTI shares on 1 June 2022 and the purchase of shares by the Famous
    \n Brands Share Incentive Scheme to settle the number of shares due to participants.<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
Proposed Long-Term Share Plan<\/td>\n<\/tr>\n
\n
    \n
  • Appointed Deloitte to review the LTI scheme and recommend an alternative, and reviewed and
    \n approved their proposed Long-Term Share Plan and recommended it for approval to the Board and
    \n shareholders. <\/li>\n
  • Reviewed the rules of the new Share Plan, Implementation Policy and circular to shareholders
    \n outlining the details of the new Long-Term Share Plan.<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
Non-executive directors\u2019 fees<\/td>\n<\/tr>\n
\n
    \n
  • Recommended a 4.5% increase in non-executive director fees for approval by shareholders at the AGM.<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
Executive performance <\/td>\n<\/tr>\n
\n
    \n
  • Reviewed the performance of the CEO and Group Financial Director for 2022 and set their
    \n scorecards for 2023.<\/li>\n
  • Approved the 2023 scorecard for Exco in consultation with them. The Exco scorecard applies
    \n similar principles as the CEO scorecard with a focus on fiscal discipline and alignment to the
    \n three-year strategic plan. It includes HEPS and EBITDA as measurements, which informs the STI
    \n weighting.<\/li>\n
  • The Committee approved the re-introduction of HEPS to the LTI after the AGM inputs.<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
Succession and executive development <\/td>\n<\/tr>\n
\n