Contractual arrangements continued Adv Kgomotso Moroka After careful deliberation by the board, taking into account the ad-hoc nature of services rendered and feedback from shareholders, the consultancy agreement entered into between the group and Kgomotso for professional advisory services as a senior counsel is cancelled with effect from 30 June 2023. The board continues to believe that the agreement did not, on a substance over form basis, affect her independence but has nonetheless resolved to cancel it based on perception from investors that the consultancy agreement affects her categorisation as an independent director. Jim Volkwyn The consultancy agreement, entered into between the group and Jim, is for professional advisory services provided to the group CEO on a regular and extensive basis. The scope of Jim’s consultancy services is global in nature and involve advising on key group strategies. This agreement is complementary to his role as director and involves an annual fee for additional time and effort to provide global strategic input at an early stage of evaluating strategic direction. The group believes that the bene t of leveraging his local and international industry insights and skills is superior to paying external consultants with limited insight into our operations. His in-depth understanding also provides us with a signi cant strategic advantage as we evaluate many opportunities to grow our business over the longer term. The contract is considered immaterial to Jim’s wealth. The board has, after external legal advice and consideration on a balanced and substance-over-form basis, determined that the agreement does not affect his categorisation as an independent non-executive director. Jim has waived any entitlement to director and committee fees paid to non-executive directors. Imtiaz Patel The service and restraint agreement entered into between the group and Imtiaz is for the provision of various strategic and advisory support services to the group at a global level. The essence of the agreement is a restraint of trade to ensure that Imtiaz’s valuable and sought-after knowledge, experience, contacts and company/global industry insights are retained within the group as he is fundamental in pivoting the group’s strategic re-positioning and platform expansion plans. Imtiaz has waived any entitlement to director and committee fees paid to non-executive directors. Termination payments No termination payments were made to either executive or non-executive directors on termination of employment or of ce in FY23. Compliance There were no deviations from the remuneration policy in FY23. Non-binding advisory vote on implementation report The implementation report, as set out in Part 3, will be subject to a non-binding advisory vote by shareholders at the AGM on 23 August 2023. Corporate governance review Phuthuma Nathi Investments (RF) Limited Integrated annual report 2023 130 Remuneration report continued 3 The implementation report continued
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