Remuneration committee report

This is the report of the remuneration committee (committee) of The Bidvest Group Limited appointed for the financial year ended June 30 2013 in compliance with the Companies Act and in terms of the JSE Listings Requirements.

The committee has a charter that complies with the Companies Act and King III requirements and is approved by the board of directors (board). Copies are available either from the company secretary on request, or can be downloaded from the company website.

Membership

The committee comprises three independent non-executive directors: Messrs DDB Band (chairman), D Masson and AK Maditsi. The chief executive officer and other members of senior management may be invited to attend meetings, but may not participate in the vote process of the remuneration committee and recuse themselves from any discussion regarding their performance or remuneration. The committee utilises the services of PricewaterhouseCoopers (PWC) as independent advisers on an ad hoc basis.

Purpose

The key responsibilities and role of the committee include but are not limited to:

	assisting the board to ensure directors and executives are fairly and responsibly remunerated, and disclosure thereof is complete and transparent;
	review management’s proposals for fees for non-executive directors prior to submission to shareholders for approval;
	determining necessary criteria for performance assessment of the chief executive officer, financial director and other executive directors in discharging their functions and responsibilities;
	considering the allocation of long-term incentives to directors and staff; and
	overseeing and recommending the remuneration report to the board for publication.

Duties carried out

The remuneration philosophy promotes the Group’s entrepreneurial culture within a decentralised environment with the aim of achieving sustainable growth within all businesses. The philosophy emphasises the fundamental value of Bidvest’s people and their role in attaining this objective.

Delivery-specific short-term incentives are viewed as strong drivers of performance. A significant portion of top management’s reward is variable and is determined by the achievement of realistic profit targets together with an individual’s personal contribution to the growth and development of their immediate business and the wider Group. Long-term incentives align the objectives of management and shareholders for a sustained period.

Attendance

The names of the members who were in office during the period August 25 2012 to August 24 2013 and the details of remuneration committee meetings attended by each of the members are:

Conclusion

Following the review by the committee for the year ended June 30 2013, the committee is of the view that, in all material respects, the committee has complied with the relevant requirements.

Having achieved its objectives for the financial year, the remuneration committee sets out the remuneration disclosure as part of the directors’ report. Refer to the full remuneration report on our website.

QUICK LINK: Remuneration report http://www.bidvest.com/ar/bidvest_ar2013/017.php

Signed on behalf of the remuneration committee by:

Doug Band
Chairman