Number: BOD/CG/001
Effective Date: April 28, 2018
Version: 1

Objective:

This policy outlines the requirements and methodology for determining the remuneration of the Board of Directors, Board Committees, Executive Directors, Board Appointees, and members of Senior Management.

REMUNERATION OF THE BOARD OF DIRECTORS

1.1 The Board of Directors (“BoD”) will periodically determine and approve the remuneration for its members attending Board meetings. This remuneration should be appropriate and commensurate with the level of responsibility and expertise provided by the members, aimed at attracting and retaining the necessary talent to govern the Company effectively and create value.

1.2 The BoD will ensure that the remuneration of its members does not compromise the independence of independent members at any time.

1.3 Members of the BoD may be reimbursed for travel, hotel, and related expenses incurred for: 

a) Attending Board meetings;
b) Attending General Body Meetings; and/or
c) Conducting Company business.

1.4 No individual member of the BoD may determine their own remuneration.

REMUNERATION OF BOARD COMMITTEE MEMBERS

2.1 The BoD may periodically determine and approve the remuneration of Board Committee members for attending Committee meetings. This remuneration should reflect the level of responsibility and expertise required and should support the attraction and retention of members needed to govern the Committees effectively and create value.

2.2 The BoD will ensure that the remuneration of Board Committee members does not compromise the independence of independent members at any time.

2.3 Members of Board Committees may be reimbursed for travel, hotel, and related expenses incurred while attending Committee meetings.

2.4 The BoD may also approve additional remuneration for any Committee member performing extra duties, including serving as Chairman of a Committee.

REMUNERATION OF EXECUTIVE DIRECTORS

3.1 Chief Executive Officer
The remuneration of the Chief Executive Officer (“CEO”), including ancillary benefits and any amendments, will be determined and approved by the BoD based on recommendations from the Human Resources and Remuneration Committee (HRRC).

3.2 Other Executive Directors
The remuneration of other Executive Directors, along with ancillary benefits and any amendments, will be determined and approved by the BoD based on recommendations from the HRRC and the CEO.