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Results for the six months ended 31 December 2016 have officially been released.
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Audit & Compliance
Remuneration Philosophy

Remuneration Philosophy

Duties and philosophy

The remuneration committee operates in line with the terms of reference approved by the board. The committee assists in developing a remuneration strategy and philosophy for the board. The committee determines the remuneration arrangements, profit participation and benefits of the executive directors and executive management and ensures remuneration policies implemented are aligned with the strategy of the group and linked to individual performance.

The remuneration philosophy reflects Accéntuate’s commitment to be compliant with best practice in the areas of remuneration, retention and reward to ensure that the group attracts and retains exceptional talent. The remuneration packages and incentives are regularly evaluated against market-related surveys. The interests of shareholders and the financial and commercial well-being of the group are taken into account by the committee. Directors’ remuneration packages are structured on a cost-to-company basis and include contributions to healthcare, disability, life insurance and retirement benefits.

The remuneration committee considers and recommends to the board matters relating to employee benefits and short-term and long-term incentives. Executive incentive schemes are subject to the approval of the remuneration committee and are based on market conditions and the achievement of prescribed and measurable performance targets.

Other key roles of the remuneration committee are to provide a mandate for the group’s annual remuneration increases and to recommend the fees payable to non-executive directors.

Executive directors’ remuneration

Executive remuneration comprises three components:

Guaranteed remuneration, which includes the monthly basic cash salary as well as other benefits such as travel and vehicle allowances, retirement funding and medical aid contributions.
A cash-based short-term performance incentive, linked to the performance of the company and the personal performance of the individual concerned. These incentives are based on a sliding scale of the profit earned for the year, subject to the profit before interest and tax being greater than 80% of the previous year and a minimum return of capital employed ("ROCE") of 6%, and are further adjusted based on the level of cash generation by the relevant business units.
A long-term incentive, which comprises a combination of a cashsettled share appreciation rights plan and share options. The share options in issue are intended to utilise the shares already owned by the share trust. Further details are set out in note 22 to the financial statements.

The executive directors’ guaranteed pay and incentive awards are reviewed annually by the remuneration committee. The individual salaries of directors are adjusted in light of their own performance, experience, level of responsibility and group performance. Executive directors do not receive directors’ fees for attending board and sub-committee meetings.

Directors’ emoluments are detailed in note 28 of the annual financial statements.

Succession planning

The remuneration committee reviews the group’s succession plan and communicates any areas of concern to the board. The group presently has adequate succession planning for all senior executive positions. The development of the plan is ongoing and is formally reviewed at least annually.

Non-executive remuneration

Non-executive directors’ fees consist of an annual retainer fee and a meeting fee per meeting attended. It is proposed that the non-executive directors be paid as follows:

Annual retainer fee:

Independent chairman of the Board
R 360 000
R 250 000
Lead independent director
R 145 000
Other independent directors
R 72 450
R 76 800

Fee per meeting (payable in addition to the annual retainer fee):

Main board (four scheduled meetings per annum), chairman and board members
R 12 100
R 12 830
Audit and risk committee (three scheduled meetings per annum), chairman and board members
R 12 100
R 12 830
Remuneration committee (three scheduled meetings per annum), chairman and board members
R 6 100
R 6 500
Social and ethics committee (two scheduled meetings per annum), chairman and board members
R 6 100
R 6 500

Non-executive directors enjoy no benefits from the company for their services as directors other than their fees.

The non-executive directors have not been paid the full fees for the 2014/15 year as the company has agreed with the JSE not to further implement the special resolution approving the proposed fee structure which was voted on at the AGM in February 2015. The directors’ fees due but not yet paid for the 2014/15 financial year have been accounted for and are reflected as a liability in the annual financial statements.


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