Corporate governance report (continued) PPS Integrated Report 2021 Corporate governance report | 112 ~Short-term Incentive: PPS Group’s short-term incentives aim to reward short-term performance in the form of an annual cash bonus. This is linked to achieving financial, strategic and operational objectives against objectives set by line management, influenced by the financial performance of the Group and increasing a high-performance culture across the Group, allowing for sufficient differentiation between performers and non-performers. For the sales employees, variable commission structures are in place and these are detailed in the subsidiaries’ remuneration structures. ~Long-term Incentive: The key objective of the long-term incentives is to focus participants on long-term key performance indicators in line with the vision, strategy, roles, expectations, financial and risk parameters of the organisation. Long-term incentives are structured to ensure alignment of the interests of management and staff with members’ interests. REMCO has final discretion over the participation of eligible employees in long-term incentives and the allocation values. Remuneration of non-executive directors and trustees Non-executive directors/trustees are remunerated based on annual retainers, as well as attendance fees for each meeting attended. The value of the annual retainers and the attendance fees are benchmarked against fees paid in the financial and insurance industry by companies of a similar size to PPS. Non-executive directors/trustees do not participate in the PPS Group’s long-term or short-term incentive schemes. The trustees’ fees for the PPS Holdings Trust Board and its committees are subject to the ultimate approval by the Ordinary Members of PPS Holdings Trust at its annual general meeting (AGM) and for the remainder of the PPS Group companies at their respective AGMs. Significant issue In 2021, the REMCO spent a considerable amount of time deliberating over how PPS should navigate the new way of work post Covid-19. After two years of mostly working from home, the Company used this opportunity to review better ways of work to blend in the old and new worlds of work. The REMCO meetings held during the year and the attendance thereat were as follows: Group Remuneration Committee 22 Feb 2021 11 May 2021 17 Nov 2021 Dr D P du Plessis (Chairman) P P P Mr C Erasmus P P P Dr S N E Seoka P P P Prof H E Wainer P P P GROUP NOMINATIONS COMMITTEE (GNC) The GNC is a sub-committee of the PPS Holdings Trust Board, mandated with responsibility for PPS Holdings Trust and its subsidiaries. MEMBERS Dr S N E Seoka (Chairman) Mr C Erasmus (Deputy Chairman) Dr C M Krüger Mr V P Rimbault Mr S Trikamjee The GNC is chaired by an independent non-executive trustee and comprises solely of independent non- executive trustees of PPS Holdings Trust. It is the responsibility of the GNC to ensure that succession plans are in place for appointments to the Boards of PPS Holdings Trust and its subsidiaries that will maintain an appropriate balance of qualifications, skills and experience and achieve compliance with Fit and Proper requirements. The GNC leads the process for the appointment and re-election of trustees and directors and makes recommendations to the boards for the appointment of PPS Group boards and committees, except in regard to the appointment of the members of the GNC itself, which is the sole prerogative of the PPS Holdings Trust Board, ensuring that there is a formal, rigorous and transparent procedure for all appointments. The PPS Holdings Trust Board is satisfied that the range and balance of expertise, experience and qualifications of the PPS Group board members are appropriate for the current needs of the business, but keeps these matters under regular review. The GNC annually considers the continued service of board members with a period of appointment in excess of nine years and is satisfied that such board members still meet the requirements for independence.
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