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263

Tiger Brands Limited Integrated Annual Report

2014

Shareholder information

2 (two) years from the date in which this

resolution is approved. There is, however,

the intention to renew the authority annually

at the annual general meeting.

It should be noted that this resolution does

not authorise financial assistance to a

director or a prescribed officer or any

company or person related to a director or

prescribed officer.

3.2

Special resolution number 2 – approval

of remuneration payable to non-

executive directors, the Chairman and

Deputy Chairman

“RESOLVED THAT the remuneration payable

to non-executive directors be increased to

R344 063 (three hundred and forty four

thousand and sixty three rand) per annum

and that the remuneration payable to the

Chairman and Deputy Chairman be

R1 597 825 (one million five hundred

and ninety seven thousand eight hundred

and twenty-five rand) per annum and

R825 750 (eight hundred and twenty-five

thousand seven hundred and fifty rand)

per annum respectively, such remuneration

to be effective from 1 March 2015 and to

be paid quarterly in arrear.”

3.3

Special resolution number 3 – approval

of remuneration payable to non-

executive directors participating in

sub-committees

“RESOLVED THAT the payment to

non-executive directors who participate in

the sub-committees of the board be as

outlined hereunder:

Chairman

Member

Audit committee 261 487 134 249

Remuneration

committee inclusive

of nomination

committee

members

194 995 97 052

Risk and

sustainability

committee

178 920 82 910

Social, ethics and

transformation

committee

148 635 74 317

The above remuneration to be effective

from 1 March 2015 and to be paid

quarterly in arrears.

Explanation and effect of special resolutions

number 2 and 3

The reason for proposing special

resolutions numbers 2 and 3 is to increase

the remuneration paid to non-executive

directors, in respect of services rendered as

directors in terms of section 66(8) of the

Companies Act, so as to ensure that such

remuneration remains market-related and

accords with the increasing level of

responsibility being placed upon directors.

The proposed remuneration was accepted

by the board after a recommendation of

the remuneration committee which

considered the quantum of fees being paid

to non-executive directors and to the

Chairman and Deputy Chairman of