Integrated Report 2018

PPS

INTEGRATED REPORT 2018

CORPORATE

GOVERNANCE REPORT

(continued)

interests and outcomes. The Retention Scheme will operate

over a five-year period. REMCO has final discretion over

the participation of eligible employees in the scheme, as

well as the approval of any payments made in terms of

the plan. Ensuring that PPS maintains fair and equitable

remuneration and benefits for all staff continues to be a

priority and focus area for the PPS Group.

The REMCO meetings held during the year and the

attendance thereat were as follows:

Group Remuneration

Committee

26 Feb

2018

22 May

2018

6 Sep

2018

Prof H E Wainer

(Acting Chairman)

Mr C Erasmus

Mr E A Moolla

Mr N G Payne

(Former Chairman)

(Resigned 30 April 2018)

N/A N/A

N/A = Not applicable

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) (Appointed 13 June 2018)

Mr C Erasmus (Deputy Chairman)

Dr C M Krüger

Mr V P Rimbault (Appointed 13 June 2018)

Mr S Trikamjee

Mr E A Moolla (Retired as Chairman of the Committee

24 May 2018)

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 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. The GNC considers

the suitability of trustees nominated by professional

associations at the invitation of the PPS Holdings Trust

Board, for appointment to the PPS Holdings Trust

Board and makes recommendations in this regard for

consideration by the PPS Holdings Trust Board.

The PPS Holdings Trust Board is responsible for ensuring

that an effective system for succession planning and

development is in place, covering trustees and directors. It

has delegated this task to the GNC. In considering

an appointment, the GNC assesses and defines the

characteristics, qualities, skills and experience it believes

would complement the overall balance and composition of

the PPS Holdings Trust Board, subsidiary boards and board

committees, ensuring compliance with Fit and Proper

requirements. The GNC may appoint external consultants

to assist it in the identification and recruitment of an

individual who satisfies the GNC’s criteria. Where the GNC

is considering matters relating to an individual who is a

member of the GNC, such individual is recused from the

discussion of that item.

The GNC is satisfied that each non-executive trustee and

director achieves the commitment required to properly

discharge their responsibilities. The PPS Group directors

and trustees have continued to update their skills and

knowledge, both within the PPS Group and externally. The

GNC has been mandated to perform, and is responsible for,

the evaluation of the boards and board members, including

ethics, performance and compliance with the enhanced

requirements regarding independence and being Fit and

Proper for serving on an insurance company board in

terms of regulation.