| CORPORATE
GOVERNANCE (CONTINUED) |
| |
|
| Remuneration committee |
| The remuneration committee has three members
of whom two, including the chairman, are independent. The remuneration
committee has a charter and is mainly charged with the remuneration
strategy for the group and meets regularly to consider the annual
reviews, remuneration issues, incentives and policy matters.
Refer to the Remuneration report on page
42 for further detail on remuneration and remuneration policies. |
| |
| Membership and meeting
attendance |
| The serving members, the date of their appointment,
and attendance at the remuneration committee meetings are as
follows: |
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Number of |
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|
meetings |
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|
attended |
Attendance |
| |
Date of appointment |
Independent |
during
the year |
record |
|
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|
4 meetings |
|
| Members |
|
|
held |
|
| ME King* (Chairman) |
9 September 1998 |
Yes |
4 |
100% |
| AC Ball* |
9 September 1998 |
No |
3† |
100% |
| RJ Koch† |
9 September 1998 |
Yes |
4 |
100% |
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| * |
South African, † British |
| † |
AC Ball recused himself from a meeting during the
year. |
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| |
| Board sub-committees |
| The Brait S.A. board has established several
additional sub-committees which report either directly or indirectly
to the board and whose functions are to manage specific risks
and activities of the group. These sub-committees operate within
defined terms of reference, and include the following: |
| • |
Private equity proprietary investment committee; |
| • |
Group internal audit committee; |
| • |
Social investment committee; |
| • |
Environmental steering committee; |
| • |
Employment equity committee; and |
| • |
Marketing committee. |
|
| |
| Major subsidiary
companies |
| Brait International Limited
board |
| The Brait International Limited board is, in
addition to its statutory obligations, mandated as a sub-committee
of the Brait S.A. board with the responsibility to carry out
specific tasks delegated to it in respect of the group's international
operations outside South Africa. Serving members of the international
board are: |
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|
Date of |
Date of |
| Name |
appointment |
resignation |
|
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| Executive directors |
|
|
| BI Childs (Chairman)† |
21 October 2004 |
|
| EA Venpin* |
22 July 2004 |
30 March 2006 |
| D Boodhoo* |
10 June 2003 |
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| Page
up |
| Brait South Africa Limited
board ("BSAL board") |
| The South African holding company board, in addition
to its statutory obligations, is mandated by the Brait S.A.
board to carry out specific tasks delegated to it in respect
of the South African operations of the group. The serving members
of the BSAL board are tabled below: |
| |
|
Date of |
Date of |
| Name |
appointment |
resignation |
|
|
|
| Independent
non-executive directors |
|
| BL Sibiya (Chairman)* |
1 October 2004 |
|
| OK Chikane* |
1 October 2004 |
|
| ME Gevers* |
1 November 2004 |
|
| I Matthews* |
1 November 2004 |
|
| (Alternate to ME Gevers) |
|
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| BMC Ngcobo* |
1 October 2004 |
28 September 2005 |
| Reappointed – |
25 January 2006 |
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| VV Reddy* |
1 October 2004 |
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| SDM Zungu* |
10 October 2004 |
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| Executive
directors |
|
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| AC Ball* |
11 July 2000 |
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| AD Campbell* |
6 October 2003 |
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| JJ Coulter° |
6 June 2005 |
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| FR de Beer* |
25 January 2006 |
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| DG Field* |
11 June 2004 |
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| JA Gnodde* |
10 October 2002 |
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| E Guiterrez-Garcia* |
1 April 2003 |
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| WF Hirzebruch* |
1 April 2003 |
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| BL MacRobert* |
1 January 2003 |
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| CL Smart* |
1 April 2003 |
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| CJ Tayelor* |
10 October 2002 |
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up |
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