Dear shareholders,
We are pleased to present the remuneration and nomination committee report for the year ended 31 December 2020.

In an extraordinary year, extraordinary workload and leadership were required of this combined committee. This committee enables the board to effectively discharge its duties in relation to the group’s delegated remuneration and nomination functions and powers in accordance with clear terms of reference. Due to the challenges imposed by the COVID-19 pandemic, the committee’s activities included deliberation of the appropriateness of the remuneration policy and resultant outcomes. This supported changing strategic objectives and an appropriate response to unprecedented health, safety and economic challenges. The committee is satisfied that it fulfilled the requirements of its terms of reference and the objectives of the remuneration policy were met without material deviation.

ROLE AND PURPOSE

The committee is accountable to the board for the execution of its independent and objective oversight that will:

• Assist the board in ensuring the group remunerates fairly, responsibly and in a transparent manner to promote achievement of strategic objectives and positive outcomes in the short, medium and long term
• Make recommendations to the board to ensure:
  • The board and its respective committees have the appropriate composition for it to execute its duties effectively
  • Directors are appointed through a formal process
  • Induction and ongoing training and development of directors take place
  • Formal succession plans for the board, including executive directors, are in place
  • The performance of the board, its committees and individual members is regularly evaluated

The committee does not assume the functions of management, which remains the responsibility of executive directors, prescribed officers and other members of senior management. It also does not assume accountability for the functions performed by other committees of the board.

Where board committee focus areas dovetail or overlap with this committee’s oversight, there is seamless collaboration between committees to execute the boarder effectiveness objective of the board. For example, in support of the diversity and inclusion strategy execution, as it applies to fair pay or the application of mechanisms to achieve and exceed employment equity.

COMPOSITION, DUTIES AND RESPONSIBILITIES

The board ensures committee members have a suitably balanced blend of skills and experience to enable the committee to discharge its functions.

During the review period, the committee comprised four non-executive directors, the majority of whom are independent. The board chairperson is an ex officio member and presides as chairperson when the committee fulfils its responsibilities on nomination matters. Standing attendees, by invitation, include the CEO, FD, chief risk officer, executive head: human resources and other individuals with specific skills and expertise to assist members in their deliberations.

Duties and responsibilities of the remuneration committee	Duties and responsibilities of the nomination committee
Remuneration governance Executive and senior management remuneration and performance Non-executive director remuneration Mandates for non-bargaining and bargaining unit employees salary negotiations Performance management governance	Board and board committee composition Nomination and appointment of directors Induction and ongoing development of directors Board and board committee succession planning Board and board committee performance evaluation

 MEETINGS

The committee held 14 meetings during the year. The COVID-19 pandemic, filling of non-executive director vacancies and recruiting the managing director for the energy business resulted in extraordinary workload for the committee. Only bereavement or unforeseen personal circumstances prevented full attendance.

Name	Designation	Attendance
Ras Myburgh	Independent non-executive director and remuneration committee chairperson	100%
Jeffrey van Rooyen	Independent non-executive director and nomination committee chairperson	100%
Geraldine Fraser-Moleketi	Lead independent non-executive director	93%
Zwelibanzi Mntambo	Non-executive director	86%

2020 OVERVIEW

We provide full reports of the remuneration and nomination committees in the following pages, detailing, among others, the committees’ discharge of their responsibilities in the 2020 financial year.