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REMUNERATION REPORT

Remuneration report

continued

102

Tiger Brands Limited Integrated Annual Report

2014

Succession planning

Development of a formal succession plan for

senior and executive management takes place

annually. The plan is discussed and approved

by the executive committee and submitted to

the remuneration and nomination committee for

discussion and final approval. The objective

is to ensure that immediate succession is in

place and also to develop a talent pool with

potential for development and future placement.

This includes managers at lower levels. The

succession planning process includes all of

the company’s international businesses.

External company board appointments

Tiger Brands encourages members of the

executive committee to consider accepting

appropriate opportunities to serve as non-

executive directors on the main board or board

sub-committees of external companies. Tiger

Brands believes this policy encourages

members of the executive to broaden their skills

base and experience. A formal policy has

been adopted in this regard and, in terms

thereof, an executive member will be limited to

one substantive outside directorship. In terms of

the policy, the Chairman of Tiger Brands, as

Chairman of the nomination committee, as well

as the Chairman of the remuneration committee

are required to authorise any such appointment

based on a recommendation from the Chief

Executive Officer. Directors’ fees paid to

executive members by outside companies in

terms of the policy may be retained by the

individual concerned. Tiger Brands currently

has three members of the executive committee

serving in the capacity of non-executive

directors on the main boards of external

companies.

Non-executive directors

Non-executive directors are expected to carry

out all the tasks and duties normally associated

with the position of a non-executive director as

defined by the Companies Act, King III and the

memorandum of incorporation of the company.

The board and each of its committees have a

charter which sets out the responsibilities of the

board and its respective committees.

Non-executive directors are expected to

provide the organisation with leadership,

expertise and knowledge on strategy,

enterprise, innovative ideas and to contribute

to the business planning of the company.

Non-executive directors are compensated

based on their overall contribution and input

to the company, and not just for attendance

at board and board committee meetings.

Consistent non-attendance at meetings, if

applicable, will be appropriately handled

as part of the company’s board evaluation

process. On this basis, non-executive directors

receive an annual fee for their services on the

board and board committees, rather than a

base fee and a separate meeting attendance

fee, which is contemplated by King III.