As the group’s strategy to expand its ecosystem, in particular its decision to accelerate the investment to grow our streaming business Showmax (in partnership with Comcast, as announced in March 2023), will have a meaningful impact on the business going forward, it necessitated a review of long-term incentive performance metrics at the end of the year to determine whether they remain appropriate. Cognisant of the need to keep the principles of the core metrics consistent, the committee, together with input from Bowmans, adjusted some of the PSU measures to ensure they align with the business strategy (detailed on pages 108 and 109), continue to incentivise management fairly and ultimately drive shareholder value creation over the long term. Independent remuneration adviser Bowman Gil llan is the independent adviser to the remuneration committee, and we are satis ed that their advice is objective and independent. The rest of the report is divided into three parts, namely the background statement, remuneration policy and implementation report. We look forward to our continuous engagements with you, our shareholders, on our remuneration policy and voting outcomes. Regards Jim Volkwyn Chair of the remuneration committee: Jim Volkwyn FY23 focus areas Key focus areas and decisions taken during the reporting period The remuneration committee met four times and is satis ed that it achieved its objectives and complied with its statutory duties. The following key decisions were made: • Approved the executive committee goals and targets for FY24 • Approved the executive committee FY22 bonus, and FY23 salary increases and share awards • Approved the non-executive director fees • Approved the salary increases, bonuses and share awards for all employees • Approved the new PSU and PPS measures and targets • Approved the closure of the Irdeto SAR plan • Implemented the Showmax Share Plan 50 45 66 68 36 35 96 68 FY22 FY19 FY20 FY21 Shareholder vote outcomes % ■Remuneration policy ■Implementation of policy The implementation report The implementation report is a backwardlooking section that discloses the remuneration and performance outcomes of the executive directors based on the FY22 remuneration policy. 3 PART THREE 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 99
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