Setting non-executive directors’ fees The fee structure for non-executive directors is designed to ensure we attract, retain and appropriately compensate a diverse and experienced board of non-executive directors. Non-executive directors receive an annual fee as opposed to a fee per meeting, which recognises their ongoing responsibility to ensure effective governance of the group. Remuneration is reviewed annually and is not linked to the group’s share price or performance. Non-executive directors do not qualify for share allocations under the group’s incentive schemes. A comprehensive benchmarking exercise is performed using PwC’s non-executive director surveys and this is tabled annually for consideration by the remuneration committee and the board to determine what the proposed directors and committees’ fees should be. Directors on the MultiChoice Group board have cross-membership on the South African major subsidiary boards: MultiChoice SA Holdings Proprietary Limited, MultiChoice SA Proprietary Limited and Earth UK Holdings Limited. Non-executive directors with such crossmemberships receive a single fee at a MultiChoice Group level. Non-binding advisory vote on remuneration policy The remuneration policy, as set out in Part 2, will be subject to a non-binding advisory vote by shareholders at the AGM on 23 August 2023. Overview Introduction Understanding Phuthuma Nathi Understanding MultiChoice SA MultiChoice SA performance Financial review Corporate governance review Shareholder information Phuthuma Nathi Investments (RF) Limited Integrated annual report 2023 117
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