Remuneration for non-executive directors

The NGMR Committee reviews the fees annually and makes recommendations to the Board for consideration. After receiving these recommendations, the Board proposes the non-executive director fees for shareholder approval at the AGM.

The Chairperson of the Board is entitled to receive a fixed retainer. No other fees or retainer for attendance at Board or committee meetings is provided for. The current Chairperson holds this position by virtue of her executive position in The Linde Group, as a result, no retainer is currently payable.

The fee structure for 2016 and that proposed for the 2017 financial year are reflected below.

Independent non-executive directors’ remuneration

The fees payable to the independent non-executive directors are reflected below:

Director and executive management emoluments (R’000) – 2016

1 In respect of 2015 financial performance.
2 The Linde Group’s non-executive directors are not reflected as they do not receive emoluments from the Company.
3 Fees paid to BOC Holdings PLC.

Director and executive management emoluments (R’000) – 2015

Share Appreciation Rights and forfeitable shares granted during the year

Vested and non-vested number of rights3

1 The Linde Group’s non-executive directors are not reflected as they do not receive emoluments from the Company.
2 Fees paid to BOC Holdings PLC.
3 Includes: FSP without performance criteria, FSP with performance criteria and SARs.

Shareholding of directors and executive management


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