2019 Integrated Report

78 | PPS INTEGRATED REPORT 2019 CORPORATE GOVERNANCE REPORT CONTINUED j. The selection and appointment of the Group Chief Executive, in consultation with the Group Nominations Committee; k. The performance of the Group Chief Executive and other Executive Directors, both as directors and as executives, in determining remuneration; l. Selecting appropriate benchmarks when comparing remuneration levels, to be performed at least every three years; m. Regularly reviewing incentive schemes to ensure continued contribution to member value and that these are administered in terms of the rules; n. Reviewing the appropriateness of any early vesting of incentive schemes or non- contractual termination arrangements at the end of employment; o. Ensuring that appropriate leadership and strategic training for executives and senior management is supported and implemented; p. Ensuring that the recruitment policy and process encourages the employment of individuals appropriate to the culture, values and ethics of the PPS Group; q. Advising on the remuneration of non-executive Directors of PPS Insurance Group entities, as well as PPS Holdings Trust trustees; r. Reporting to the Group Social and Ethics Committee (SEC) on all matters required by statute to be monitored by the SEC, which fall within the responsibilities of the Remuneration Committee; s. Overseeing the implementation of employment equity in the PPS Group; t. Providing sufficient forward-looking information for the members to pass a special resolution authorising the payment of non- executive Trustees’ fees in terms of section 66(9) of the Companies Act, 2008; u. Reviewing Human Resources policies regarding diversity targets, performance measurements, grading and job descriptions; ensuring that effective performance management systems are in place and that a performance culture is encouraged and rewarded; and ensuring that HR practices are supportive to, and aligned with, the regulatory and compliance requirements of the business, including Solvency Assessment and Management and Own Risk and Solvency Assessment obligations; v. Determining the remuneration of the non- executive trustees and directors of PPS Holdings Trust and its subsidiaries and related entities for recommendation to the respective PPS Group boards for approval, and ultimate approval by the respective entities’ members by special resolution at their respective annual general meetings, in advance of making payment of such remuneration to the board members. The PPS Group operates under the ethos of mutuality, where the policyholders are also the members (shareholders). There are thus no external shareholders. It therefore espouses a unique culture of member- centric service, where members are key stakeholders, and a long-term orientation, the highest standards of governance, performance and professionalism are driven. The PPS Group operates in the highly developed and competitive Financial Services Sector, where multitudes of skills are critical and scarce and this tends to be reflected in the remuneration levels applicable in the industry. The pressure for new product and service offerings, constantly changing demands for enhanced technical skills and expertise, constantly evolving customer service needs, the ever-increasing regulatory/ legislative compliance demands and growth in sales and membership necessitate that the PPS Group constantly recruits and retains top quality talent. Notwithstanding its unique business model and culture, the PPS Group still needs to compete with the other players in the market, as the required key talent needs to be drawn from the broader generic skills pool for which there is fierce competition in the industry. The remuneration practices of the PPS Group have been structured to be competitive in this context. The philosophy rewards consistent and sustainable individual and corporate performance. PPS complies with the “Equal Pay for Work of Equal Value” concept as defined in the amended Employment Equity Act. Non-executive directors/trustees are remunerated on the basis of annual retainers, as well as attendance fees for each meeting attended. The value of the annual retainers and the attendance fees are benchmarked against fees paid in the insurance industry by companies of a similar size to PPS. Non-executive directors/trustees do not participate in the PPS Group’s long-term or short- term incentive schemes. The trustees’ fees for the PPS Holdings Trust Board and its committees are subject to the ultimate approval by the Ordinary Members of PPS Holdings Trust at its annual general meeting.