INTEGRATED REPORT 2015
Governance & remuneration
OUR GOVERNANCE STRUCTURES AND PROCESSES
We recognise that accountability and transparency are fundamental to investor trust and commercial sustainability.
This requires us to deliberate and act with fairness, responsibility and integrity, and to consider more than just our financial performance, appraising the short- and long-term impacts of our operations on society and the environment at the same time.
The WBHO Board of Directors and its sub-committees are responsible for corporate governance throughout the group and, in this regard, the Board subscribes to the recommendations of the King Code of Corporate Governance Principles for South Africa (King III); the dictates of the Companies Act No 71 of 2008; and the JSE Listings Requirements. The following diagram illustrates our existing governance structures and reporting processes:.
Further information regarding guiding principles governing the group; the Board and its committees, their related charters and various key policies of the group, including the remuneration policy, can be found under the “Governance” section of the WBHO corporate website.
Supplementary information in respect of the King III register and board composition and attendance can be found under the downloads section of this report.
REMUNERATION REPORT
Remuneration within WBHO is aligned to corporate strategy and in adherence to the principles set out in the King Report on Governance for South Africa 2009 (King III) and with the requirements of the Companies Act (2008) in relation to the remuneration of directors and principal officers.
Our approach to remuneration
WBHO aims to remunerate all employees fairly and to reward individual performance in a way that is able to attract, motivate and retain key personnel.
The remuneration policy of the group — which is available online under the Governance” section of the WBHO website defines the principles to be applied when determining remuneration for employees, including both executive and non-executive packages. The policy aims to align the interests of senior executives with the interests of shareholders, and with the business strategy formulated by the Board, particularly in regard to how performance-based rewards are to drive performance.
Performance variable pay carries a heavier weighting than guaranteed pay when rewarding the operational performance of senior directors and key management.
In order to maintain cohesion within senior management, gaps in salary between executive directors and key senior operational managers are kept to a minimum. As a result, the guaranteed pay levels of executive directors are benchmarked below the median level, while still taking cognisance of comparable guaranteed executive pay levels within the industry.