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| REMUNERATION & HUMAN RESOURCES COMMITTEE |
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| The remuneration & human resources committee has
been delegated by the board to align the Group's
remuneration philosophy with its business strategy to
attract, retain, motivate and reward directors, senior
executives and staff by the payment of fair, competitive
and appropriately structured remuneration in the best
interests of shareholders. |
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| MEMBERSHIP |
The committee comprises the chairman and four
independent non-executive directors. The group chief
executive and group financial director attend meetings in
an ex officio capacity. JJM van Zyl served as chairman of the
committee during the year. RC Andersen, NM Magau,
AA Routledge and RT Vice served as members.
SJ Macozoma resigned as a member on 25 October 2006.
The committee met four times during the year. |
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| TERMS OF REFERENCE |
The terms of reference of the committee were reviewed
and approved by the Board on 25 April 2007.
The chairman of the committee reports to the Board
on the committee's deliberations and decisions. The
committee assists the Board by regularly submitting
reports and recommendations regarding the Murray &
Roberts employment framework and policies. The
committee is responsible for considering and approving
proposals regarding the remuneration, benefits, share
options and related matters of executive directors of the
Group, including the group chief executive, all managing
directors of the Group's operating entities and senior
corporate executives. The functions, role and mandate
of the group chief executive are considered by the
committee and his performance is assessed. Succession
planning is also considered.
An independent advisor has been appointed to review
the Group's remuneration policies and practices. |
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| DIRECTOR AND EXECUTIVE
REMUNERATION |
The Group employs the services of an independent
consultant to advise on the profiling and appropriate
remuneration levels of executive directors and senior
executives and reviews the Group's remuneration policies
and practices.
The remuneration packages of executive directors
and senior executives include performance related
remuneration, which is determined in terms of incentive
schemes operated at group and operating entity level.
These schemes have been designed and implemented with
assistance from independent remuneration consultants, to
competitively reward those directors and executives who
have contributed to the Group's sustainable earnings
growth and value creation. The remuneration of executive
directors for the year ended 30 June 2007 is set out in note
45 to the consolidated financial statements.
Directors do not have fixed term contracts, but executive
directors are subject to notice periods of between one
and twelve months. There is no material liability to the
Group with respect to the contract of any director. Normal
retirement of executive directors is at age 63, while nonexecutive
directors are required to retire at age 70.
Non-executive directors receive a fee for their contribution
to the Board and board committees of which they are
members. The level of fees for service as directors,
additional fees for service on board committees, fees paid
to international advisors and the chairman's fee are
reviewed annually. The committee recommends fee
structures to the Board following research into trends
in directors' remuneration for ultimate approval by
shareholders at the AGM.
Remuneration details of non-executive directors for the
year ended 30 June 2007 are set out in note 45 to
the consolidated statements and the background to a
proposed fee increase. |
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| RETIREMENT AND OTHER
BENEFIT PLANS |
A number of defined contribution retirement funds operate
within the Group in South Africa. These are registered as
pension or provident funds and are accordingly governed
by the Pension Funds Act. Although these funds are
privately administered, the majority of funds are
incorporated in outsourced umbrella schemes.
The assets of the funds are independently controlled by
boards of trustees which include representatives elected
by the members. Further details on retirement and other
benefit plans are provided in note 44 to the consolidated
financial statements.
In terms of the Pension Fund Surplus Appointment
regulations, the Registrar of Pension Funds has formally
recorded a nil surplus scheme submission for both the
Murray & Roberts Retirement Fund and Murray & Roberts
Provident Fund. |
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| Boetie van Zyl |
| Chairman |
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Governance