No. 4/2018 PuBLIC EN11TIEs CoRPORATE GovEH.NANCE Cap. 10:31 166. A significant pottion of executive directors' remuneration must be linked to corporate and individual pe1fotmance and designed to promote the long term success of the cornpany. 167. The level of remuneration of no-executive directors should reflect t!w dedicated by them to the company's business, their level of commitment, role responsibilities, duties, and expc1ience. tirm~ 168. The Board, and where appropriate, the remuneration committee, should ensure that- (a) the mix of fixed and vmiable remuneration, in cash or shares and other benefits meets the company's needs and strategic objectives; (b) all benefits, including pension benefits, are justified, correctly valued and suitably disclosed; (c) non-executive director's fees, including committee fees, reflect the responsibilities bome by the directors throughout the year. Such fees should comprise a base fee ·which varies according to the level of expertise of the director and an attendance fee; (d) the chairperson and other non-executive directors do not receive share options or other incentive awards linked to the share price or corporate performance but, where these awards are made, they must be approved by a special resolution of at least sixty percent of the shareholders present at a meeting convened for that purpose; (e) non-executive directors' fees are approved by shareholders in advance and not by ratification; (t) remuneration levels reflect the respective contribution of senior executives and executive directors and that rigorous methods are used in selecting an appropriate comparative group when detem1ining remuneration levels; (g) annual bonuses clearly relate to the perfonnance of executives against yearly objectives consistent with long term value for shareholders; (h) multiple performance measures are used to avoid manipulation of results or poor business decisions, for example, linking targets to bonuses, ensuring that performance drivers are not duplicated and striking a balance with the need to reward success over the long te1m; (i) employment contracts do not commit the company to pay any benefits on termination arising from executives' failure to carry out their duties; (j) payments or benefits to executives on termination meet the requirements of a balanced and fair remuneration policy; (k) there is a contractual link between variable pay and perf01mance and that in the event of early termination, there is no automatic entitlement to bonus fees or share-based payments; (1) disciplinary procedures provide tor a shorter notice period than that stated in the contract will apply without any entitlement to compensation for the shorter notice period; (m) employment contracts do not allow for compensating executives for severance arising from a change of control of the company; (n) incentive schemes are regularly reviewed to assess their continued relevance and impact on slk<rebolder value and to guard against unjustified windfalls or inappropriate gains from the operation of share-based incentives; 130