Afrikaans Annual Financial Statements
Naspers
 

GOVERNANCE

IN THIS SECTION

REMUNERATION REPORT

Expand all | Collapse all

HUMAN RESOURCES AND REMUNERATION COMMITTEE AND ITS ROLE

The human resources and remuneration committee comprises only non-executive directors. Executive directors and certain members of management attend meetings by invitation. This committee met five times during the financial year. Details of attendance at meetings are provided here.

The main responsibilities of the committee are as follows:

Determine and approve the group’s general remuneration policy, which must be tabled at each annual general meeting for a non-binding advisory vote by shareholders.
Prepare an annual remuneration report for inclusion in the company’s integrated annual report.
Review and approve annually the remuneration packages of the most senior executives, including incentive schemes and increases, ensuring they are appropriate and in line with the remuneration policy.
Annually appraise the performance of the chief executive.
Review the remuneration of non-executive directors of the board and its committees annually. Make proposals to the board for final approval by shareholders in the annual general meeting. Remuneration is approved by shareholders in advance.
Fulfil delegated responsibilities on the Naspers group’s share-based incentive plans, for example appointing trustees and compliance officers.
Approve the most senior appointments and promotions.
Review incidents of unethical behaviour by senior managers and the chief executive.
Review annually the company’s code of business ethics and business conduct.
Review annually the committee’s charter and recommend required amendments.
Approve amendments to the Naspers group’s share-based incentive plans.
Perform an annual self-assessment of the effectiveness of the committee, reporting these findings to the board.
Review annually the charters of the group’s significant subsidiaries’ remuneration committees, and their annual assessment of compliance with these charters to establish if the Naspers committee can rely on the work of the subsidiary companies’ committees.

The committee fulfilled its remit during the year.

REMUNERATION STRATEGY AND POLICY
OVERVIEW OF REMUNERATION
ANNUAL BONUS
LONG-TERM INCENTIVES
PENSION FUND AND MEDICAL AID
SERVICE CONTRACTS
SHARE-BASED INCENTIVE PLANS
EXECUTIVE DIRECTORS
EXECUTIVE DIRECTORS’ CONTRACTS
DIRECTORS’ INTERESTS IN SCHEME SHARES OF THE GROUP’S SHARE INCENTIVE SCHEMES
NON-EXECUTIVE DIRECTORS’ TERMS OF APPOINTMENT