The role of the committee is to assist the Board to ensure that:
- the Group remunerates directors and senior management fairly and responsibly for their individual contributions and performance;
- the disclosure of director and remuneration is accurate, complete and transparent;
- the company has a remuneration policy and philosophy that is aligned with its long term business strategy, its business objectives, its risk appetite and values;
- within the terms of the agreed policy, the total individual remuneration package (including bonuses, incentive payments, retention payments, share awards and any other benefits), of the Chief Executive Officer and, in consultation with the Chief Executive Officer, the other members of the Group executive committee and any other executive whose total remuneration is comparable to, or higher than, that of Group executive committee members is determined;
- ensure that contractual terms on termination of the Chief Executive Officer’s appointment and other Group executive committee members and any payments made, are fair to the individual and the Group, that failure is not rewarded and that the duty to mitigate loss is fully recognised; and
- in determining such packages and arrangements, and in carrying out its duties under these terms of reference, give due regard to any relevant legal requirements, the provisions and recommendations in King III and the JSE Listings Requirements and the remuneration policy and philosophy is appropriately applied throughout the Group.
Social and Ethics
A Social and Ethics Committee was established by the Dis-Chem Group in terms of section 72 of the Companies Act, 2008. The Social and Ethics Committee operates under a mandate from the Board and in accordance with its terms of reference.
The Social and Ethics Committee is a formal sub-committee of the Board.
The Social and Ethics Committee monitors the activities of Dis-Chem and its subsidiary companies having regard to any legislation, other legal requirements or prevailing codes of best practice as prescribed by law.
The Social and Ethics Committee will focus on ensuring sustainable social responsibility, ethics, health, safety and transformation initiatives with specific emphasis on transformation re: ownership, procurement, Employment Equity and skills development.
Audit and Risk
The Audit and Risk Committee is constituted as a committee of the Dis-Chem Board in accordance with the company’s memorandum of incorporation, and section 84(4)(c) of the Companies Act, 2008. The committee has a documented terms of reference under which it operates and which has been approved by the Board. This report is presented to shareholders in compliance with the requirements of the Companies Act and the King Code of Governance Principles (“King III”).