Category Archives: Remuneration Committee

Remuneration Committee

 Current Committee Members  

Remuneration Committee Membership

  1. The Chair and members of the Committee shall be appointed by the Board.
  2. The Committee shall consist of at least three independent non-executive directors.
  3. The Chairman of the Board, provided that he or she was still considered to be independent at the time of his/her appointment as Chairman of the Board, may also be a member of but may not chair the Committee.
  4. The quorum for meetings shall be two independent non-executive director members.

Our Remuneration Principles

Remuneration as a Business Driver

In recognition of remuneration as a business driver, it is appropriate for Ulalo Capital Investments Remuneration Committee to define the Company’s objectives in making remuneration decisions for the Company.

Our objective is to motivate senior management to implement company strategy and ensure that the performance of the Company is sustainable over the long-term and that our shareholders are appropriately rewarded for their investment in the Company.

Put simply, we aim to have the best people making the best decisions for our investors, shareholders and other stakeholders.

The key principles that underpin our approach are:

  • Remuneration is structured to support corporate strategy and sound risk management.
  • Employees’ interests are aligned with those of shareholders and our bonus pool is drawn from profits.
  • Incentives are designed to encourage behavior focused on longer-term strategic performance.
  • Our total remuneration is competitive against the talent markets from which we hire.


An overview of each of these principles follows below.

Remuneration is structured to support Ulalo Business Strategy and risk management

Robust risk management is a fundamental feature of our business.

Our Risk and Compliance functions shall report via the Audit and Risk Committee to the Remuneration Committee any issues to be taken into account in making remuneration decisions including a review of judgmental accounting and risk items used by the Remuneration Committee in determining the bonus pool.

Bonuses shall be assessed taking into account current and potential risks together with an assessment on the timing and likelihood of receiving potential future revenues included in current earnings.

The Remuneration Committee shall focused on a targeted and appropriate compensation policy having regard to business strategy, financial performance, risk, regulation and the competitive markets in which the Company operates.

It shall ensure that aggregate compensation costs are balanced so that the Company remains successful, attracts and retains high calibre individuals, performs for investors and delivers shareholder value. The Remuneration Committee shall assesses the governance framework and processes to ensure that reward is aligned with risk management.

Our Statement on Remuneration Principles

Employees’ interests are aligned with those of shareholders and our bonus pool shall be drawn from profits. The Company bonus pool shall be based on profitability with bonus levels set at the Remuneration Committee’s discretion according to business conditions and ensuring that variable remuneration does not limit the Company's ability to strengthen its capital base.

Individual managers shall be remunerated based on their individual and collective contribution of their investment area. Incentives encourage behaviour focused on longer-term strategic performance.

Our Remuneration packages shall include some, or all, of the following elements:

  • Salary
  • Annual Performance Bonus.
  • Marketing incentives
  • Deferred share and fund awards - future strategy
  • Pension,
  • Medical Insurance
  •  Non-cash benefits

We aim to balance remuneration for delivering operational results over the short-term with remuneration for creating sustained long-term value for shareholders.

A key mechanism for linking short and long-term performance is our bonus deferral arrangement. Bonus awards shall be determined by the annual performance of the Company, the team and the individual. A significant portion of the award for senior employees shall be deferred into Company shares, so that they build up a significant investment in Ulalo Shares, thereby encouraging them to think and behave like long-term shareholders.

Deferral may also be into funds to align senior employees with our investors and hence our shareholders. The deferral arrangement allows flexibility in the mix between short-and long-term focus as appropriate for employees at different levels in the Company.

Executive directors are eligible for the Executive Incentive Plan (EIP) comprising a short-term annual cash bonus capped at 150% salary and a long-term deferred bonus capped at 250% of salary with awards dependent on performance against a balanced scorecard of financial KPIs and non-financial metrics assessed over a three year performance period -with transitional arrangements for the first two years on joining the plan.

There are malus provisions for long-term deferred bonus awards for misstatement and misconduct. All share awards are conditional and subject to forfeiture if an employee resigns or employment is terminated for misconduct.

Our total remuneration shall be competitive against the talent markets from which we hire The sustainability of our business depends upon the long-term commitment of talented individuals of the very highest calibre in the alternative investment sector.

Our remuneration structure is key in this respect. Therefore we aim to provide remuneration appropriate for the talented individuals in the markets in which we operate.

In understanding our remuneration policy, it is important to note that Ulalo Capital Investments is in a unique situation. There are few companies of comparable size in our sector.

Benchmarking and formulaic remuneration approaches alone therefore fail to reflect the complexity of our business and the diversity of professional roles within our workforce. Available market data shall be used to inform not override the recommendations to support the Company in creating sustained long-term value for shareholders.

Remuneration Principles

Our remuneration programme must incorporate flexibility to use different performance measures within the various parts of the Company. Consequently, while all incentive payments are determined and limited by the Company’s performance, we shall maintain scope to distribute rewards to employees according to their individual and team contributions.


The Committee shall support the Board in the administration and exercise of its responsibility for supervisory oversight.

The Committee shall make recommendations for Board approval of all aspects of Total Compensation for the CEO of the Company, including, but not limited to:

A review of corporate and individual goals and objectives relevant to CEO Total Compensation, an evaluation of the CEO's performance relative to those goals and objectives, and a proposal for the CEO's Total Compensation level based on this evaluation.

In making a proposal for the long-term incentive component of CEO Total Compensation, the Committee shall consider the Company's performance, relative shareholder return, the value of long-term incentive compensation given to CEO's at comparable companies, and the awards given to the CEO in past years.

Senior Executive Compensation

The Committee shall review and advise on proposals by the CEO with regard to the Total Compensation of Senior Executives of the Company.

Incentive Plans

The Committee shall make recommendations to the Board with respect to incentive compensation and equity-based incentive plans that require shareholder approval, and will act as a preparatory body for the Board in the management of the Company's shareholder-approved award and options plan(s).

Review of Policies and Procedures

The Committee shall review and assess on a regular basis the Company’s Corporate Governance policies and procedures, including

Policies embodied in the Company’s Code of Conduct

Rules of Procedure for the Board and applicable Corporate Governance Guidelines

Other Responsibilities

The Committee will assist with the annual evaluation of the Board, its committees and the Company’s management.

The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall conduct an annual performance evaluation of its activities.


The Committee shall meet as often as it deems appropriate and necessary. Meetings are called by the committee chairperson, or by two members, or when requested by the chairperson of the Board, or the CEO.


The Committee shall prepare minutes and shall report to the Board on a regular basis. The report to the Board shall contain recommendations for Board action and decision when appropriate.

The Chairperson of the Committee shall ensure that the Board after every Committee meeting receives a report on the work of the Committee and that all matters before the Committee requiring the decision of the Board is placed on the agenda of the Board and that adequate documentation in support of the decision is provided to the Board.

Terms of Reference of the Remuneration Committee

Roles and responsibilities

To determine and agree with the Board the Company’s remuneration philosophy and the principles of its remuneration policy, ensuring that these are in line with the business strategy, objectives, values and long-term interests of the Company and comply with all regulatory requirements. These will be subject to annual review.

To approve the process for determining the roles deemed to be Remuneration Code Staff roles under relevant rules and regulations, to agree those roles, to require that records of such Code Staff roles are maintained and to determine when the records should be reviewed.

To review the Company’s remuneration practices in relation to the Board’s risk appetite statements ensuring that remuneration does not encourage excessive risk-taking, is determined within the Company's risk management and internal control framework and takes account of the Company’s values and the long-term interests of shareholders.

To determine the principles for the calculation of and to approve management proposals for the quantum of the variable compensation spend each year to be recommended by the Committee for subsequent approval by the Board.

To review the performance evaluations of the executive directors and recommend to the Board for approval, within the broad remuneration policy and in consultation with the Chairman and Chief Executive Officer as appropriate, the total annual compensation for individual executive directors (including salary, bonus deferred awards and pension). No director shall be present during or participate in the discussion or approval of his or her own compensation.

To have oversight of the performance evaluations for and to review and approve, within the broad remuneration policy, the total annual compensation package for Executive Committee members and Remuneration Code Staff (including salary, bonus and deferred awards).

To review and recommend to the Board for approval the annual objectives for executive directors against which their performance for compensation purposes will be evaluated.

To approve compensation guarantees above a level delegated to management as agreed by the Committee from time to time.

To approve the design of and determine the performance and vesting criteria attaching to share incentive plans to align these with the interests of shareholders prior to recommendation to the Board and submission to shareholders for approval.

To review the vesting criteria of share incentive plans against the Company’s results each year and determine the extent to which these have been achieved.

To determine the contractual termination terms for executive directors and approve any severance payments or arrangements.

To recommend to the Board for approval the total compensation for the Chairman of the Board. The remuneration of the non-executive directors shall be a matter for the Chairman and the executive directors of the Board. The Chairman, if he is a member of the Committee, shall not be present during or participate in the discussion or approval of his own compensation.

To select, appoint and set the terms of reference for any remuneration consultants used by the Committee and obtain information on remuneration policy and practice in other comparable companies.

To review, prior to approval by the Board, the Directors’ Remuneration Policy and the Directors’ Remuneration Report published in the Annual Report each year in line with applicable statutory and regulatory disclosure requirements.

To review or make decisions on any other matters referred to the Committee by the Board. To report to the Board on the proceedings of the Committee after each meeting and make available to Board members the minutes of Committee meetings where appropriate.


Our approach is intended to be equitable and robust against variable business conditions and timespans. As performance measurement and remuneration design continue to evolve we will keep these principles under continuous review to ensure that we are aligned with best practice and regulation.

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