Remuneration policy applicable to non-executive directors Terms of appointment The board has clear procedures for the appointment and orientation of directors, and annual selfevaluations are completed by the board and its committees. The nomination committee periodically assesses the skills and diversity represented on the board and determines whether these meet the group’s needs. Directors are invited to give their input in identifying potential candidates. Members of the nominations committee propose suitable candidates for consideration by the board and a t-and-proper evaluation is performed for each candidate before they are considered/appointed. Retirement and re-election of non-executive directors All non-executive directors are subject to retirement and re-election by shareholders every three years. Additionally, non-executive directors are subject to election by shareholders at the rst suitable opportunity for interim appointments. The names of non-executive directors submitted for election or re-election are accompanied by brief biographical details to enable shareholders to make an informed decision on their election. The reappointment of non-executive directors is not automatic. Minimum shareholding requirement To encourage individual shareholding in the group and to align with shareholders’ interests, the following minimum shareholding is required for all members of the executive committee. To allow time for the executives to build up a shareholding in the MultiChoice Group, these MSR requirements are to be met by July 2024 for current executives. The timeframe for new executive committee members to reach the MSR is ve years from the date of appointment. MSR as % of salary CEO 300% CFO 200% Executive committee 100% Members of the executive committee can pledge LTI awards (by placing the shares in escrow) to ensure the shareholding requirements are met. 2 The remuneration policy continued Corporate governance review Phuthuma Nathi Investments (RF) Limited Integrated annual report 2023 116 Remuneration report continued
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