Does the board consist of executive and non-executive directors, with a majority of non-executive directors of whom sufficient are independent of management in order to ensure the shareowner interests are protected?
The Board comprises two executive directors, four independent non-executive directors and three non-executive directors.
Has the Board put a programme in place ensuring staggered rotation of directors in order to ensure board continuity?
All directors retire by rotation every three years.
Does the company provide full disclosure of director remuneration on an individual basis, giving details of earnings, share options, restraint payments and all other benefits?
Details of individual directors’ remuneration are provided in the annual report, and explanations are provided for executive directors’ remuneration. In addition, details of executive remuneration policies are provided.
Due to their specialised retail skills, the highly competitive South African retail environment and the specific employees’ value to Massmart, the Board has chosen not to disclose the remuneration of the most highly paid executives who are not directors. Instead, this information is disclosed in aggregate for the three executives concerned. None of these executives earns a higher salary than either of the executive directors.