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Remuneration Committee

Members

Mzuvukile Maqetuka (chairman), Tito Mboweni, Ignatius Sehoole, Vusumzi Pikoli and Titilola Akinleye

Roles and responsibilities

The Remuneration Committee is responsible for:

1. overseeing the setting of remuneration quanta and terms and conditions for fixed and variable pay at all levels in the Group, but especially at senior executive, prescribed officer and Board level;

2. overseeing the establishment of a remuneration philosophy and policy that will promote the achievement of strategic objectives and encourage individual performance in line with Board objectives;

3. ensuring that the remuneration policy is put to a non-binding advisory vote at the general meeting of shareholders once every year;

4. reviewing the outcomes of the implementation of the remuneration policy for whether the Board’s set objectives are being achieved;

5. ensuring that the structure and mix of fixed and variable pay, in cash, shares and other elements, meets the Group’s needs and the Board’s strategic objectives;

6. satisfying itself as to the accuracy of recorded performance measures that govern the vesting of incentives;

7. ensuring that all benefits, including retirement benefits and other financial arrangements, are justified and correctly valued;

8. considering the results of the evaluation of the performance of the CEO and other executive directors, both as directors and as executives, in determining remuneration;

9. selecting an appropriate comparative group when comparing remuneration levels; and

10. regularly reviewing incentive schemes to ensure continued contribution to shareholder value and that these are administered in terms of the rules.