85 / 96
Following the Company’s cautionary statement on
trading after Nigerian regulators imposed a fine on
MTN Nigeria, the annual PSP allocation (normally
planned for December of each year) was suspended
until further notice. The award was only considered
on 29 June 2016.
Further details on the performance measurement,
assessment periods, and settlement criteria are
available in
AFS
.
Executive pay composition
Executives are remunerated in line with short and
long-term business objectives using an optimal mix
of fixed pay, and short and long-term incentives.
This supports the alignment of strategy and desired
individual behaviour. The mix is aimed at ensuring
that executives proportionately achieve an optimal
balance of remuneration when executing their
duties. The following graphs illustrate the mix of
minimum, on-target and potential maximum
compensation for the two director positions: Group
president and CEO, and the Group chief financial
officer (CFO).
As illustrated above, the proportion of fixed to
performance-based incentives varies between the
Group president and CEO and the Group CFO. Both
roles comprise a higher weighting on performance
incentives “risk pay” and less on fixed package.
While the fixed package does not vary based on
individual performance, the variable portion does.
The Group’s integrated performance framework
(IPF) guides the execution of business strategy by
providing a framework through which the day-to-
day and annual performance levels are set,
cascaded and measured according to the
business’s strategic themes. The IPF outcomes are
translated into incentive payments under the
performance bonus plan.
MTN non-equity schemes for employees in
non-listed operations outside South Africa
MTN offers non-South Africa-based employees
participation in the Group’s notional share option
(NSO) scheme. This scheme enhances MTN’s
commitment to the “One Group, One MTN”
philosophy.
Qualifying employees own options and also
participate in the growth of the Group and its
operations, as applicable. The main objective of the
NSO scheme is to encourage an alignment between
the individual interests of senior employees and the
long-term success of the Group. Thus, the scheme’s
design rewards employees for the value gain derived
from the NSO price per share appreciation between
the allocation and vesting dates.
Non-executive director remuneration
The R&HR committee is responsible for advising on
the remuneration of non-executive directors (NEDs),
including reviewing remuneration recommendations
as put forward by executive management in
consultation with external remuneration consultants.
The committee also recommends remuneration for
approval by the board and shareholders. The
remuneration for NEDs is considered annually and
is determined in light of market practice and with
reference to the time, commitment and
responsibilities associated with the roles.
The MTN Group’s non-executive directors receive
an annual retainer and a meeting attendance fee.
They do not participate in any type of incentive
scheme nor do they receive any employee-related
benefits.
MTN Group Limited
Integrated Report 2016
83
GOVERNANCE,
PEOPLE AND
REMUNERATION