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GEPF has drafted a formal engagement policy but has not yet been approved by the board
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Service provider engagements
Number of companies engaged
(avoid double counting, see explanatory notes)
Service provider engagements
Type of engagement
% Comprehensive engagements
% Leading role
% High involvement
The ESG team engaged with a company in November 2016 and the meeting was attended by the Chairman of the Remuneration Committee and the CEO. The purpose of the meeting was to engage major shareholders on the remuneration policy after many shareholders had voted against the policy in the previous year.
Remuneration policy: In response PIC gave clarity on the following issues with regard to the remuneration policy:
It was indicated that some indicators were already disclosed in the report and they just needed to be aligned to reward system.
The PIC suggested that the KPIs should have performance measures and targets and weightings must be allocated to these indicators.
The PIC also provide guidance on the Long Term Incentive Plan and encouraged Resgen to have performance conditions for the LTI and indicators that could be included are Headline Earnings Per Share (HEPS), Total Shareholder Return (TSR) and Return on Capital Invested (ROIC).
The PIC also suggested companies that Resgen could align their remuneration policy to.
It was agreed that the PIC and the company will engage further and a meeting will be scheduled in February to update the PIC on the progress.
Independence of Auditors
The ESG team engaged with a company and the meeting was attended by the Chairman, Lead Independent Director and the Director of Human Resources. The purpose of the meeting was to discuss the notice of the AGM and to discuss any ESG related matters
Remuneration policy: The PIC raised the issue that although the remuneration policy is well articulated with performance indicators and non-financial factors, weightings have to be allocated to these indicators. In addition there have to be specific long-term targets for the LTI performance conditions.
The PIC also raised the issue of the independence of the auditors who has been the auditors of the company for more than 10 years. The company noted the matter and stated that they are still having a discussion to put in place plans to rotate the firm.
PIC voted against the resolution on re-election of independent auditors.
The meeting was attended by the Chairman of the Remuneration Committee and the Company Secretary to present changes in the remuneration policy after the PIC voted against the remuneration policy.
The PIC voted against the remuneration policy as it was inconsistent with best practice. While the policy had some disclosure of key performance indicators, there were no weightings disclosed.
PIC has noted that the company has since improved its disclosure on the remuneration policy and has incorporated issues that were raised in the previous meetings. The remuneration policy is linked to the strategy of the business and has performance indicators, targets and weightings in place. Therefore, in the latest AGM the PIC voted in favour of all the resolutions.