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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 directors’ 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 2017

95

Governance, people

and remuneration