Remuneration report

NBL’s remuneration approach aims to support the implementation of and delivery on the Group’s Vision 2019 strategy and goals by enabling it to attract, acquire, retain and appropriately reward employees.

NBL has a Remuneration Policy that applies to its Executives. The Policy is reviewed periodically to take account of changing circumstances in the market, the industry and the economy.

The Committee considered and decided against the implementation of a long-term incentive scheme as the current short-term incentive scheme, which is based on key performance indicators and financial performance, have proven effective as it is linked to NBL’s long-term targets.

Remuneration principles and governance

The main principles of the Company’s Remuneration Policy for Executives are to

  • provide total remuneration which is competitive in structure and quantum with comparator companies’ practices within the Southern African Development Community Region;
  • achieve clear alignment between total remuneration on the one hand, and delivered business and personal performance on the other;
  • link variable elements of remuneration to the achievement of challenging performance criteria that are consistent with the best interest of the Company;
  • provide an appropriate balance of fixed and variable remuneration; and
  • provide internal equity among Executives and facilitate the movement of Executives within the O&L Group.

The Remuneration and Nominations Committee is mandated to oversee all matters pertaining to remuneration and report back to the Board with findings and recommendations. Its responsibilities include monitoring the Company’s remuneration policy, including policies relating to

  • parameters used in determining senior leadership remuneration scales;
  • Executive remuneration, including remuneration packages for Senior Management;
  • the structure of the remuneration of Executive Directors, Non-executive Directors, the Chairperson and, where applicable, Board Committee members;
  • the design of Executive incentives, inclusive of the Board criteria on which performance-related elements are based with regard to the trading period, if applicable; and
  • senior employee recruitment, retention and termination.

The Committee has to ensure that there is a formal, transparent and objective method to support recommendations to shareholders regarding Director remuneration packages, including pension benefits. It also has to ensure that the fees paid to Non-executive Directors are a fair reflection of the contribution they make to the Company. This requires that the Committee advise on and monitor a suitable performance-related formula, inclusive of the Board criteria on which performance- related elements are based. The Committee separates the review and recommendation of Non-executive fees from the review and recommendation of Executive remuneration, each with its own motivation and basis for the recommendation.

Directors’ emoluments

View the Directors’ emoluments PDF.

Remuneration components

Base salary

The fixed element of remuneration is referred to as base salary. Its purpose is to provide a competitive level of remuneration for each grade of manager. The base salary is set to be competitive at the median level, with reference to market practice in companies that are comparable in terms of size, market sector, business complexity and international scope.

Base salaries are reviewed annually and adjusted as necessary at the beginning of the financial year, taking into account external market trends, and business and personal performance.

Benefits

Benefits provide security for employees and their families and include membership of a retirement fund and a medical aid scheme to which contributions are made. The retirement fund is a defined contribution fund. Other benefits include – where appropriate – a company car, housing, cellphone and beer allowances.

Short-term Incentive Scheme

Executive Directors and the rest of the Senior Leadership Team participate in an annual Short-term Incentive Scheme. The Scheme is a cash bonus plan designed to support the overall Remuneration Policy by

  • motivating participants to focus on achieving financial year performance goals which contribute to sustainable shareholder value; and
  • providing significant bonus differentials based on performance against predetermined Company financial targets, as well as strategic and divisional or personal performance objectives.

Executive Directors and members of the Senior Leadership Team may earn a bonus of up to 41.67% of their total annual package. The Senior Leadership Team’s functional targets are based on their respective critical success factors, and include both financial and non-financial targets. Financial targets comprise 50% of the Scheme’s bonus potential, while strategic and divisional/personal targets, including leadership competency assessments, make up the remaining 50%.

The Remuneration and Nominations Committee reviews the performance of Executive Directors and the Senior Leadership Team every year. The Committee also approves individual performance against relevant targets and objectives once a year.

NBL invites all shareholders to attend its AGM and also facilitates participation by way of focused proxy solicitation.