Remuneration Policy and Implementation Report

REMUNERATION POLICY AND IMPLEMENTATION REPORT

PART I: REMUNERATION POLICY

The group’s remuneration philosophy is based on the following principles:

• Aligning executive remuneration with company performance and shareholder interests;
• Setting remuneration standards which attract, retain and motivate a competent executive team;
• Linking individual pay with operational and company performance in relation to strategic objectives; and
• Evaluating compensation of executives including approval of salary, equity and incentivebased awards.

In applying these principles to remuneration practices, management aims to be market competitive and ensures that good governance is observed in relation to all remuneration practices. In applying these principles, the Remuneration Committee aims to be transparent and achieve fair and responsible remuneration for management.

No benchmark is currently used to determine remuneration. The Remuneration Committee
determines the remuneration of executive directors and other senior executive managers. The basic “cost to company” package consists of a basic salary. These packages are linked to the expertise and knowledge required in the position. Basic “cost to company” is fixed for a period of 12 months and is subject to an annual review. Executive directors’ increases are proposed by the chairman of the board, but are subject to prior review by the Remuneration Committee and final approval of the board. There is no restraint of trade in place for either of the executive directors. Changes to the remuneration of independent non-executive directors are approved by shareholders.

Executive directors’ remuneration

Randgold’s executive remuneration structure currently comprises only guaranteed remuneration. No variable recurring bonus arrangement is currently in place. There is no variable pay and directors are, due to company size and complexity and activities not rewarded for individual performance. As a result, it is not deemed necessary to provide an illustration of the potential impact on the total remuneration for executive management, on a single, total figure basis, of applying the remuneration policy under the minimum, on-target and maximum performance outcomes.

Guaranteed remuneration

Executive directors receive guaranteed packages. These guaranteed packages are reviewed annually in March. Salaries are set in relation to the scope and nature of an individual’s role, experience and performance, to ensure market competitiveness and sustainable performance. The board approved a 5% salary increase for the executive directors for the 2021 financial year (2020: no increase).

Variable remuneration

Not applicable.

Executive service conditions

There are no fixed-term service conditions.  There are no obligations in executive employment contracts which give rise to payments on termination of employment or office.

Non-executive directors’ fees

Non-executive directors receive fees for serving on the board and board committees. No nonexecutive director has an employment contract with the company and no consulting fees were paid to directors during the year. The proposed fees for the 2022 financial year, which are subject to approval by shareholders at the forthcoming annual general meeting in May 2022, are included in the notice of the annual general meeting.

Remuneration governance

The Remuneration Committee operates under formal board-approved terms of reference. Their
duties include but are not limited to the following:

Duties:

• To consider the remuneration policy and to set strategic objectives for remuneration management within the company’s operations;
• To make all determinations and take any action that is reasonably appropriate or necessary in the course of establishing the compensation of the company’s executives;
• To review and approve corporate goals and objectives relevant to the compensation of the chief executive officer, evaluate the performance of the chief executive officer in light of these goals and objectives, and set the compensation level of the chief executive officer based on this evaluation;
• To review, and make recommendations to the board where necessary, all new employment, consulting, retirement and severance agreements and arrangements proposed for the company’s executives. The Remuneration Committee periodically evaluate existing
  agreements with the company’s executives for continuing appropriateness;
• To determine specific remuneration packages for each executive director and executive officer of the company, including fringe benefits, and to review these annually; and
• To consider other matters relating to the remuneration of or terms of employment applicable to the executive directors and executive officers that may be referred to the Remuneration Committee by the board.

PART II: IMPLEMENTATION OF REMUNERATION POLICY

Director’s remuneration

	Basic salary/fees		Bonus		Total
Directors	2021 R’000	2020 R’000	2021 R’000	2020 R’000	2021 R’000	2020 R’000
Executive
M Steyn	2 875	2 751	–	–	2 875	2 751
H Gischen1	2 730	2 478	–	–	2 730	2 478
Non-executive
DC Kovarsky2	173	562	–	–	173	562
JH Scholes3	–	175	–	–	–	175
JM Kesler4	201	–	–	–	201	–
PE Burton	518	353	–	–	518	353
RJ Fehrsen4	201	–	–	–	201	–
TS Dube5	368	45	–	–	368	45
V Botha6	–	324	–	–	–	324
	7 066	6 688	–	–	7 066	6 688

(All amounts stated above are exclusive of VAT, where applicable.)
1 Appointed as a non-executive director on 15 November 2019. Subsequently appointed as executive director on
29 January 2020.
2 Resigned from the board on 19 April 2021.
3 Resigned from the board of directors on 13 August 2020.
4 Appointed as non-executive director to the board on 15 June 2021.
5 Appointed as an independent non-executive director to the board on 18 November 2020.
6 Resigned from the board on 18 November 2020.

No payments were made during the reporting period on termination of employment or office.

Shareholder approval

The remuneration policy and implementation report set out above are proposed to shareholders in separate non-binding advisory votes in terms of the notice of the annual general meeting. In the event that either the remuneration policy or the implementation report, or both, are voted against by 25% or more of the votes exercised at the annual general meeting, the board of directors will engage with such shareholders in order to clarify the nature of and evaluate the validity of such objections and legitimate and reasonable concerns and will, where possible and prudent, given the objectives of the remuneration policy, take those objections and concerns into consideration when formulating any amendments to the company’s remuneration policy.

Voting at the 2021 annual general meeting

At the annual general meeting on 28 May 2021, the shareholders endorsed the remuneration policy and the implementation report of the company by way of separate non-binding advisory votes of 98.50% and 99.88% in favour respectively. As the non-binding advisory votes were passed by the requisite majorities, no further engagement with shareholders was required.

The Remuneration Committee believes that they applied the remuneration policy effectively and complied with all requirements.