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Hulamin
Integrated Annual Report 2017
 

Remuneration Report

PART A: THE CHAIRPERSON’S STATEMENT
PART B: THE FORWARD-LOOKING REMUNERATION POLICY
PART C: THE IMPLEMENTATION OF THE 2017 REMUNERATION POLICY

PART A: THE CHAIRPERSON’S STATEMENT

Dear Shareholders

It is with pleasure that I present to you the remuneration report for the 2017 financial year (“FY”) on behalf of the Remuneration and Nomination Committee (“Remco”). The purpose of this report is to provide the stakeholders with a detailed summary of the organisation-wide philosophy and policy pertaining to remuneration at Hulamin Limited (“Hulamin” or the “company”). In accordance with Hulamin’s dedication to being a responsible corporate citizen, this report has been aligned to follow best practice reporting standards incorporating the King IV Report on Corporate Governance (“King IV”) and the Johannesburg Stock Exchange (“JSE”) Listings Requirements.

Despite difficult market conditions, the volatile South African currency and a two-week shut on a number of production lines for routine upgrades, Hulamin delivered a strong manufacturing performance and stong cash flows with an overall increase in the volume of sales.

STANDARD ACTIVITIES

  • Approved inflation related salary adjustments based on consideration of the market, company and individual performance.
  • Reviewed the short-term incentive and long-term incentive policies with a view to making improvements from 2018 to the long-term schemes.
  • Reviewed NED fees to be approved by shareholders.
  • Reviewed and approved the updated FY2017 remuneration report.
  • Reviewed the committee’s terms of reference.
  • Nominated non-executive directors for appointment to the Board.

KEY ACTIVITIES DURING FY2017

During FY2017, in addition to its normal responsibilities, the Remco was faced with challenging policy changes, particularly in relation to the introduction of new corporate governance principles and amended JSE Listings Requirements.

In certain instances, the Remco has obtained the support, advices and opinions of PwC as an additional resource and as external advisors on various remuneration-related matters. The Remco is satisfied with PwC’s contribution in that they acted independently and objectively at all times when offering their services to Hulamin.

OUR VISION for ongoing improvements

Issues around executive remuneration, disparities in pay and transparent disclosure remain controversial topics in South Africa. Being aware of these issues, the Remco is undertaking various initiatives and considering various policy changes in line with King IV and the JSE Listings Requirements.

In line with best practice, we engage with our shareholders on all material remuneration matters.

conclusion

At the AGM held on 26 April 2017, Hulamin received a 95,17% non-binding advisory vote in favour of its remuneration policy. We would like to thank our shareholders for their ongoing support and trust in our past and future efforts. We have progressed and will continue to improve the implementation of best practice standards and advanced transparency in our reporting and disclosure of remuneration.


NA Matyumza

Chairman of the Remuneration and Nomination Committee

22 February 2018

 

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PART B: THE FORWARD-LOOKING REMUNERATION POLICY

The Remco is a subcommittee of the Board of the company (the “Board”) with delegated authority, which reviews and oversees the development of Hulamin’s remuneration policy. The Remco responsibilities and actions are set out and governed in its terms of reference, read together with Hulamin’s remuneration policy and other relevant documents.

The Remco typically meets at least three times per year. Full details of membership of the committee and attendance at committee meetings during the financial year are also set out in the Corporate Governance section of this Integrated Annual Report.

The chief executive officer (CEO), the Group Executive: Human Capital and other key individuals who are able to contribute on topics relating to remuneration may be invited to attend Remco meetings, as and when necessary.

REMUNERATION POLICY AND PHILOSOPHY

The purpose of Hulamin’s reward policy and philosophy is to provide principles and guidelines for an organisation-wide reward structure, including the management of reward practices that enable Hulamin to attract, motivate, retain and reward the best talent. The reward policy and philosophy support the achievement of Hulamin’s strategic objectives and serve to align the interests of management and shareholders.

Hulamin’s remuneration philosophy to pay for performance within the boundaries of the company’s risk appetite, whilst guarding against windfalls or undue penalisation due to factors outside of employees’ control.

FAIR AND RESPONSIBLE REMUNERATION

The Remco gives due consideration to the principle of fair and responsible remuneration. There is no “one-size-fits-all” solution and as such, the Remco as well as the Board develops initiatives, policies and arrangements to give effect to this principle in line with best practice, bearing in mind the company’s strategic objectives.

The Remco takes the necessary steps to ensure that executive remuneration is justifiable in the context of overall employee remuneration. The Remco makes recommendations to and assists the Board in taking the following actions:

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In striving for responsible corporate citizenship, Hulamin continuously considers initiatives that support the principle of fair and responsible remuneration, improving the employment conditions of all employees within the company and may adopt progressive measures to address identified pay disparities,
as may be deemed necessary from time to time.

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REMUNERATION MIX

The remuneration mix consists of total guaranteed pay (“TGP”) and variable (performance-based) pay which supports Hulamin’s strategic objectives. It is both competitive and market-related. The mix between TGP and variable pay (including the short and long-term elements of remuneration) are reviewed by the Remco and the Board from time to time taking market trends into consideration. The Remco ensures that the variable components of remuneration are designed to limit risk to the company and its long-term objectives, in that over-dependence on variable components of remuneration are avoided.

Additionally, TGP and variable pay should avoid gratuitous windfalls or penalties as a result of external factors such as commodity price or currency fluctuations. The remuneration mix is summarised below:

Component and mechanism  Link to Hulamin’s strategic intent  Performance conditions
and positive outcomes 
TGP  Cash salary  Remunerates, attracts and retains employees with the required skills.  Continued employment

Human capital – rewards employees which drives their general well-being.

Social capital – provides stability and uplifts members of the community
as breadwinners. 
Company contributions to retirement savings and medical benefits  Encourages saving for retirement and enhances the overall well-being of employees. 
VARIABLE PAY  Short-term incentive (“STI”) The primary purpose of the STI is to motivate a common drive towards performance.  Earnings before interest and taxes (“EBIT”) and operational cash flow

Financial capital – encourages employees to contribute to the attainment of the company’s financial targets thereby increasing shareholder value.

Operational performance objectives
  • Sales volumes
  • Manufacturing costs
  • Rolling margins
  • Recoveries
  • On-Time deliveries
  • Safety
Manufacturing capital – encourages employees to meet the company’s operational objectives, aligning employees’ discretionary effort with company goals, ultimately increasing shareholder value.

Individual performance objectives

Individual KPAs address achieving strategic business objectives across the following general areas:
  • Financial performance
  • Budgetary/cost control
  • Transformation
  • Safety
  • Risk management
 
Long-term incentive
(“LTI”)
The primary purpose of the SAR is to align employee and shareholder returns, incentivise employees to achieve the long-term objectives of the company and to retain key talent.  Headline earnings per share (“HEPS”) and share price growth

Financial capital – these performance measures drive increase in the share price and capital appreciation on the investments made by Hulamin’s shareholders. 


The Remco has considered forward-looking policy changes in the year under review as detailed in the Chairman’s statement above.

At lower levels, the “on-target” remuneration mix is weighted towards TGP.

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TOTAL GUARANTEED PAY

TGP consists of a pre-determined cash salary plus company contribution to a company approved pension fund and medical aid. Regular benchmarking exercises are conducted, against a selected peer group/comparator group of companies of a similar size in a similar industry, to ensure that the TGP of Hulamin employees is market-related and appropriately competitive.

Hulamin supports the principle of equal pay for work of equal value in line with the Employment Equity Act, 55 of 1998, as amended. Salary differentials are monitored across the organisation. Inequality is addressed by making the relevant salary alignments.

SHORT-TERM INCENTIVES

Hulamin has a short-term incentive scheme (STI) that is designed to incentivise employees to deliver high levels of performance. The total amount available to be paid to participants in the scheme is limited to 10% of group Earnings Before Interest and Tax (EBIT). The Hulamin performance bonus scheme consists of six different levels.

Position  Grade  STI on-target 
earning potential  relative to TGP % 
CEO  FU  60 
CFO  FL  50 
Executives  FL  40 
Senior management  EU  33 
   EL  25 
Middle management  DU – DL2  15 


The STI scheme is based on a combination of the achievement of corporate financial targets, operational targets, safety targets and an element for individual performance, which are determined and approved annually. The financial and operational targets are related to the budgets of Hulamin as a whole, as well as individual operations, determined and approved annually. Incremental changes to the bonus scheme may be considered from year to year to bring about gradual improvements taking into account experience from the previous year, as well as market developments and trends.

The weightings of the targets are as follows:

Position  Financial
perfomance 
Operational
perfomance 
Safety 
performance 
Individual 
performance 
CEO  60  10  10  20 
Executives  40 to 50  20 to 30  10  20 
Senior management  20 to 30  40  10  20 to 30 
Middle management  10  40  10  40 


STI Target setting

In recognition of the significant impact that currency movements can have on group profit, which is an external driver outside the control of management, the Board approved principle to measure actual EBIT against a currency-adjusted budget EBIT. This principle rewards management for impact of controllable operational performance on financial results.

The Remco and the Board have the discretion to decide on the payment or non-payment of performance incentive bonus awards.

In the event of early termination, due to resignation or dismissal, there is no entitlement to a bonus payment. In the case of retirement, retrenchment and death in service, a pro rata entitlement may be applied.

LONG-TERM INCENTIVES

The company is proposing a new LTI for executives and qualifying management, an equity-settled conditional share plan (“ECSP”) which will be presented to shareholders for approval at the forthcoming annual general meeting.

Should the ECSP be approved by shareholders, then no more awards will be made in terms of any legacy plans subsequent to approval.

The aggregate number of shares which may be settled in respect of the ECSP to all participants will not exceed 5% of the number of issued shares as at the date of adoption of the ECSP.

Financial
targets
Financial targets are related to EBIT and operating cash flow. These targets are based on targets set for Hulamin as a whole as well as individual business operations, as approved by the Board. Financial targets have upper and lower thresholds.
Operational
targets
Operational targets are set at division level against Board approved budgets for sales volumes, operational costs, margins, recoveries, On-Time delivery and safety and are approved annually by the Board.
Operational
targets
Key performance areas for individual employees are based on key performance indicators for department and operating divisions.

The ECSP provides for three types of conditional shares:

  • Performance Shares, awarded only to executives and senior management, the vesting thereof being subject to the satisfaction of performance conditions and the employment condition in line with the group’s approach of performance-related incentives;
  • Bonus Shares, awarded to executives, senior and middle management, the value thereof which will be determined as a percentage of the STI based on performance in the previous financial year. The performance conditions are therefore applied to the awarding Bonus Shares, with the vesting thereof being subject to the satisfaction of the employment condition;
  • Retention Shares, awarded by the Remco on a limited basis to attract and retain executive and senior management, with the vesting thereof being subject only to the satisfaction of the employment condition.

In line with best practice, routine annual awards of Performance and Bonus Shares will be made to ensure long-term shareholder alignment and value creation with acceptable market norms. The ECSP provides for the award of Retention Shares, for use only in specific cases where there is a critical need.

Annual awards may be benchmarked and set to a market-related level of remuneration whilst considering the overall affordability thereof to the company.

The extent and nature of performance conditions applicable to the Performance Shares awarded in terms of the ECSP will be approved by the Remco annually and included in the award letter to participants.

The scheme also provides for dividend equivalent shares linked to the Bonus Shares. These are an additional number of shares equal in value to the dividends that a participant would have earned in respect of their Bonus Shares, if he/she was the owner of the conditional shares from the award date to the vesting date determined with reference to the dividend record dates occurring in that period, adjusted for the number of Bonus Shares actually vesting.

Awards of Performance Shares will be subject to the following performance conditions, measured over a three-year
performance period:

Total Shareholder Return (“TSR”) – weighted 1/3

  • Compound Annual Growth Rate (CAGR) in TSR over a three year performance period, making provision for the reinvestment of dividends declared during the performance period;
  • Measured against the CAGR in the JSE Small Cap Index over the three year vesting period, inclusive of the reinvestment of dividends declared during the vesting period;
  • 100% vesting of shares for matching or beating the target performance;
  • 0% vesting of shares for failing to meet the target performance.

Return On Capital Employed (“ROCE”) – weighted 2/3

  • Measured against three-year average after tax ROCE based on the prior year Board approved Business Plan;
  • The ROCE used should be based on Capital Employed at the beginning of the performance period. The Board will have discretion to adjust the ROCE for major changes in Capital Employed during the vesting period (such as share buy-backs, rights offers, significant investments, impairments, etc);
  • Vesting will be on a straight line basis with 20% of the shares vesting at a threshold of 80% performance, up to 100% vesting at 100% performance (i.e. meeting target);
  • The 2017 Business Plan includes projected ROCE as follows:
    • 2018: 7,8%
    • 2019: 10,0%
    • 2020: 13,9%
    • Average of above: 10,6%

It is therefore proposed that the target average after tax ROCE for the 2018 Performance share award is 10,6% (measured over the three years 2018, 2019 and 2020), and that the 80% threshold (for 20% vesting) is 8,5%.

Each performance measure will be measured and awarded independently (i.e. vesting may occur in one or other of the performance measures without affecting the vesting of the other performance measure). On both performance measures, 100% is the maximum permissible vesting.

Legacy plans

There are a number of residual awards from Hulamin’s legacy plans – the Share Appreciation Rights plan (SARS), the Long-Term Incentive Plan (LTIP), and the Deferred Bonus Plan (DBP).
A summary of these plans is presented below for the purposes of understanding these outstanding awards.

SARS summary: 

SARS  Participants  Allocation frequency and quantum  Performance target HEPS  Measurement period  Vesting profile 
Under the SARS, rights are offered in the form of performance-based conditional awards. The extent to which the performance conditions are met, governs the vesting of the rights.  Eligible executives and selected managers in Paterson grades upper D and above.  Annual awards with a face value of a % of an average cash salary for the participant’s grade.

The quantum of grants offered is based on the individual’s performance rating and market benchmarks in line with prevailing local and international best practice. 
Increase in
HEPS over
three years to exceed inflation +6% over the performance period. 
Three years.

No retesting of performance targets are allowed. 
Awards vest in one tranche at the end of the performance period based on the testing of performance conditions (“Cliff vesting”). 

LTIP no performance condition (NPC) summary: 

LTIP     Participants  Allocation frequency and quantum  Vesting period  Vesting profile 
Under the LTIP NPC, once-off shares are awarded in order to attract and retain top talent. These LTIP NPC awards are approved by the Remco and are contingent upon continued employment.  Eligible executives and senior employees.  Ad hoc.  Three years.  Awards vest in one tranche at the end of the tenure period (“Cliff vesting”). 

LTIP with performance condition (PC) summary:

         Performance target       
LTIP PC  Participants  Allocation frequency and quantum  TSR
(50% weighting)
ROCE
(50% weighting)
Measurement period  Vesting profile 
Under the LTIP PC, awards are offered in the form of performance- based conditional awards. The extent to which the performance conditions are met, governs the vesting of the rights.  Eligible executives and selected managers in Paterson grades upper D and above.  Annual awards with a face value of a % of an average cash salary for the participant’s grade.

The quantum of grants offered is based on the individual’s performance rating and market benchmarks in line with prevailing local and international best practice. 
Company performance is ranked against a peer group of companies over three years. The ranking determines the level of vesting.  ROCE performance is measured against a Board approved target ROCE, with a range of vesting from 30% to 100% based on meeting a minimum threshold.  Three years.

No retesting of performance targets is allowed. 
Awards vest in one tranche at the end of the performance period based on the testing of performance conditions

(“Cliff vesting”). 

DBP summary:

DBP  Participants  Allocation frequency
and quantum 
Vesting period  Vesting profile 
Under the DBP, participants purchase shares which are held in escrow for three years. On vesting the shares are matched by the company one for one.  Eligible executives and selected managers in Paterson grades upper
D and above. 
Annual awards limited to 50% of the participant’s incentive bonus.  Three years.  Awards vest in one tranche at the end
of the tenure period
(“Cliff vesting”). 

EMPLOYEE SHARE OWNERSHIP PLAN (“ESOP”)

Hulamin values its employees as key contributors to the ongoing performance and success of the business. Accordingly, all permanent South African based employees up to middle management (Paterson A band to lower D band) and all permanent Black South African middle and senior management (Paterson upper D band and above) are afforded the opportunity to participate in the 2015 Hulamin ESOP.

Participation is through two classes of “A” ordinary shares, 15% of which are grant issue with no strike price (“A1”) and 85% are appreciation rights (“A2”). During the vesting period both classes of share participate in dividends declared by the company. The A1 ordinary shares are entitled to a cash dividend, while for the A2 ordinary shares, the dividend is utilised to reduce the strike price of the right.

Both classes of shares vest after five years. On vesting, the A1 ordinary share will convert to a Hulamin ordinary share. The appreciation portion of the A2 ordinary share will be converted to Hulamin ordinary shares and the balance of the unvested portion of A2 ordinary shares will be bought back by the company at a nominal value.

The objectives of the ESOP are primarily:

  • To facilitate transformation in our society;
  • To create a sense of ownership amongst the employees and engender an ownership culture within the greater Hulamin workforce;
  • To attract and retain high calibre black employees at every level of the Hulamin business; and
  • To distribute a significant portion of the BEE transaction benefits amongst the widest possible group of beneficiaries who are critical to the sustained success of the business.

employment conditions AND RETENTION STRATEGY

Executives are employed on similar terms of employment to other Hulamin employees. However, the notice period for the CEO, which is three months and for other executives two months, is the major difference between executives and other employees. Hulamin reserves the right to terminate an executive’s employment, including the CEO, without notice, for any cause recognised sufficient by law. Executive employment contracts do not allow for lump sum exit payments on termination other than on a basis offered to other employees such as a retirement gratuity. The Remco addresses succession planning for the executive including the CEO and other critical employees on an annual basis.

In the event of early termination there is no automatic entitlement to bonuses or share-based incentives. Executives may, however, receive payment (pro rata) as is allowed in terms of the “no-fault” provisions contained in the early termination clauses governed by the company’s incentive scheme rules (as amended from time to time).

In terms of executives’ employment agreements there is no automatic severance compensation to executives due to a change of control. In such cases, the company’s retrenchment policy will apply. Hulamin does not offer “sign-on” bonus payments to executives, but may, with Remco approval, offer Retention Share awards in order to attract executives and key senior employees.

The Remco may in extraordinary circumstances consider Retention Share awards in order to retain key executives and critical talent, especially during a period of uncertainty. Executives are not subject to any restraint of trade conditions in their employment conditions.

REWARDS FOR NON-EXECUTIVE DIRECTORS (“NEDs”)

NEDs receive fees for serving on the Board and Board committees and do not have service agreements with the company. NED fees are paid in cash on a fixed retainer basis and an attendance fee per meeting. The Board typically holds five meetings a year and there are normally three meetings per year for each of the sub-committees of the Board, are held. Reinbursements for reasonable travel and subsistence expenses are paid to NEDs in line with the employee policy.

Fees for NEDs are reviewed annually taking into account the NEDs responsibilities as well as relevant external benchmark data. Any proposed change to NED fees are considered against the average levels/percentage approved across the company. Fees are recommended by the Remco, submitted to Board for approval, and subsequently recommended to shareholders as resolutions for approval at each AGM.

NEDs are to required to remain independent and therefore do not receive payments linked to the company’s performance nor do they participate in the company’s incentive bonus plan or share incentive schemes. NED independence is reviewed annually by the Remco. The table below sets out the present and proposed NED fees. The proposed fees will be tabled before shareholders for approval by special resolution at the AGM on 26 April 2018.

     Present fees in Rand
to 31 July 2018 
Proposed fees in Rand
from 1 August 2018 
  
Role    Annual 
retainer 
Attendance 
per meeting 
Annual 
retainer 
Attendance 
per meeting 

change 
Chairman of the Board    430 980  36 940  454 680  38 970  5,5 
Member of the Board    157 480  13 500  166 140  14 240  5,5 
Chairman of the Audit Committee    113 340  16 190  119 570  17 080  5,5 
Member of the Audit Committee    65 860  9 410  69 480  9 930  5,5 
Invitee of the Audit Committee    –  9 410  –  9 930  5,5 
Chairman of the Risk and Safety, Health and Environment Committee    78 260  11 180  82 560  11 790  5,5 
Member of the Risk and Safety, Health and Environment Committee    42 950  6 140  45 310  6 480  5,5 
Invitee of the Risk and Safety, Health and Environment Committee    –  6 140  –  6 480  5,5 
Chairman of the Remco    78 260  11 180  82 560  11 790  5,5 
Member of the Remco    42 950  6 140  45 310  6 480  5,5 
Invitee of the Remco    –  6 140  –  6 480  5,5 
Chairman of the Transformation, Social and Ethics Committee    78 260  11 180  82 560  11 790  5,5 
Member of the Transformation, Social and Ethics Committee    42 950  6 140  45 310  6 480  5,5 
Invitee of the Transformation, Social and Ethics Committee    –  6 140  –  6 480  5,5 
Chairman of an ad hoc Board Committee    78 260  11 180  82 560  11 790  5,5 
Member of an ad hoc Board Committee    42 950  6 140  45 310  6 480  5,5 
Invitee of an ad hoc Board Committee    –  6 140  –  6 480  5,5 
Fees for international non-executive directors (€) 30 522  2 615  30 800  2 640  0,9 
Fees for international non-executive directors ($) 30 522  2 615  31 200  2 670  2,1 

SHAREHOLDER ENGAGEMENT

Hulamin is committed to fair, responsible and transparent remuneration, shareholders are therefore encouraged to engage with the company on remuneration-related matters.

Hulamin tables its remuneration policy as well as the implementation report for two separate non-binding advisory votes annually at the AGM. In the event that 25% or more of the shareholders vote against the remuneration policy, or the implementation report, the Remco will commence engagement with dissenting shareholders and ascertain their reasons and underlying concerns. In order to do so, the Remco will extend an invitation to dissenting shareholders in the Stock Exchange News Service announcement together with the results of the AGM, which invitation will include the manner, date and timing of engagement.

PART C: THE IMPLEMENTATION OF THE 2017 REMUNERATION POLICY

This implementation report is subject to an advisory vote by shareholders at the AGM dated 26 April 2018.

TGP

The Remco approved an average salary increase mandate of 6,7% of cash salary for executives, and 7% increase for other monthly paid employees. Weekly paid and artisan employees are subject to wage negotiations with the bargaining council. The Remco is satisfied that the increase levels for executive directors are in line with increase levels throughout the company.

STI OUTCOMES

The table below sets out the STI performance outcomes for 2017:

Performance measure  % Actual achievement 
EBIT and operating cash flow  89,3 
Operational target  85,1 
Safety target  75,0 
Individual target (average) (meeting expectation) 100,0 
Weighted average  88,3 

The table below sets out the STIs the executive directors and prescribed officers were paid for the 2017 financial year, based on the achievement of performance targets, vs their possible STI awards for On-target company performance:

Participant  2017 
Actual STI amount 
R’000 
2017 
Actual STI 
(as % of TGP)
On-target 
STI amount 
R’000 
On-target STI 
(as % of TGP)
RG Jacob (CEO) 1 939 516  37  3 127 243  60 
AP Krull (CFO) 1 281 770  33  1 939 138  50 
MZ Mkhize (executive director) 943 744  25  1 481 825  40 
HT Molale (prescribed officer) 782 612  25  1 253 985  40 

 

LTI OUTCOMES

The 2014 SARS performance condition was measured over the three-year performance period. The actual three-year cumulative HEPS growth of 51% exceeded the target cumulative HEPS growth of 24% and consequently 100% of SARS vested and are available for exercise.

The 2014 LTIP PC award performance conditions were measured over the three-year performance period. The actual ROCE of 10,1% exceeded the minimum target performance and resulted in 36,36% vesting of the 50% ROCE performance condition. The TSR ranking of Hulamin over the three-year performance period resulted in 100% of the 50% TSR performance condition, resulting in a combined 68,18% vesting of the 2014 LTIP PC.

Unvested LTIs

The table below discloses the value of each executive director and prescribed officers’ LTIs, whether allocated, settled, or forfeited, as well as the indicative value of awards not yet settled.

   LTI 
scheme 
Date 
awarded 
Vesting 
date 
Opening 
number 
Granted 
during 
the year 
Grant 
price 
Settled 
during 
the year 
Closing 
number 
Cash 
value1 
R’000 
Indicative 
value2 
R’000 
RG Jacob  DBP  8-May-15  7-May-18  17 319  –  6,84  –  17 319  –  152 234 
(executive) SARS  24-Apr-14  23-Apr-17  633 100  –  6,90  –  633 100  –  – 
  SARS  23-Apr-15  22-Apr-18  396 925  –  8,20  –  396 925  –  1 258 252 
  SARS  22-Apr-16  21-Apr-19  744 440  –  6,30  –  744 440  –  1 875 989 
  SARS  26-Apr-17  25-Apr-20  –  604 005  6,50  –  604 005  –  1 564 373 
  LTIP PC  24-Apr-14  23-Apr-17  236 998  –  6,90  236 998  –  1 081 004  – 
  LTIP PC  23-Apr-15  22-Apr-18  146 625  –  8,20  –  146 625  –  1 114 350 
  LTIP NPC  24-Apr-14  23-Apr-17  78 999  –  6,90  78 999  –  528 503  – 
  LTIP NPC  23-Apr-15  22-Apr-18  48 875  –  8,20  –  48 875    395 399 
AP Krull  LTIP NPC  1-May-16  30-Apr-19  145 370  –  5,75  –  145 370  –  824 248 
(executive) SARS  26-Apr-17  25-Apr-20  –  327 554  6,50  –  327 554  –  848 365 
MZ Mkhize  SARS  25-May-11  24-May-14  261 503  –  6,91  –  261 503  –  – 
(executive) SARS  25-Feb-13  21-Oct-15  241 172  –  4,56  –  241 172  –  383 463 
  SARS  24-Apr-14  23-Apr-17  201 780  –  6,90  –  201 780  –  – 
  SARS  23-Apr-15  22-Apr-18  138 555  –  8,20  –  138 555  –  439 219 
  SARS  22-Apr-16  21-Apr-19  313 573  –  6,30  –  313 573  –  790 204 
  SARS  26-Apr-17  25-Apr-20  –  304 817  6,50  –  304 817  –  789 476 
  LTIP PC  24-Apr-14  23-Apr-17  88 064  –  6,90  88 064  –  401 681  – 
  LTIP PC  23-Apr-15  22-Apr-18  61 030  –  8,20  –  61 030  –  463 828 
  LTIP NPC  24-Apr-14  23-Apr-17  29 355  –  6,90  29 355  –  196 385  – 
  LTIP NPC  23-Apr-15  22-Apr-18  20 343  –  8,20  –  20 343  –  164 575 
HT Molale  SARS  24-Apr-14  23-Apr-17  –  –  6,90  –  –  –  – 
(prescribed  SARS  23-Apr-15  22-Apr-18  –  –  8,20  –  –  –  439 219 
officer) SARS  22-Apr-16  21-Apr-19  –  –  6,30  –  –  –  790 204 
  SARS  26-Apr-17  25-Apr-20  –  –  6,50  –  –  –  789 476 
  LTIP PC  24-Apr-14  23-Apr-17  65 534  –  6,90  65 534  –  401 681  – 
  LTIP PC  23-Apr-15  22-Apr-18  51 811  –  8,20  –  51 811  –  463 828 
  LTIP NPC  24-Apr-14  23-Apr-17  21 845  –  6,90  21 845  –  196 385  – 
  LTIP NPC  23-Apr-15  22-Apr-18  17 270  –  8,20  –  17 270  –  164 575 


1 Cash value realised from LTI.

2 Fair value/indicative value of outstanding LTI.

EXECUTIVE REMUNERATION

The table below sets out the single figure remuneration (i.e. TGP (Basic salary and company contributions), STI and LTI) received by executive directors and prescribed officers in 2017 and 2016, respectively.

   Cash salary 
R’000 
Company 
contributions 
R’000 
STI 
R’000 
LTI 
R’000 
Total 
R’000 
2017                
RG Jacob (executive) 4 527 744  684 327  1 939 516  1 564 373  8 715 960 
AP Krull (executive) 3 333 144  545 132  1 281 770  848 365  6 008 411 
MZ Mkhize (executive) 3 102 228  602 334  943 774  789 476  5 437 812 
HT Molale (prescribed officer) 2 629 668  505 292  782 612  668 958  4 586 530 
Total  13 592 784  2 337 085  4 947 672  3 871 172  24 748 713 
2016                
RG Jacob (executive) 4 243 848  640 670  3 281 810  1 875 989  10 042 317 
DA Austin (executive) 1 041 420  176 885  –  –  1 218 305 
AP Krull (executive) 2 082 840  340 103  1 366 237  824 248  4 613 428 
MZ Mkhize (executive) 2 905 128  562 927  1 659 464  790 204  5 917 723 
HT Molale (prescribed officer) 2 464 956  431 475  836 011  670 204  4 402 646 
Total  12 738 192  2 152 060  7 143 522  4 160 645  30 139 085 

NED FEES

The table below sets out the fees paid to NEDs in 2017:

2017  Retainer 
fees 
R’000 
Attendance 
fees 
R’000 
Total 
fees 
R’000 
ME Mkwanazi  574 876  374 138  949 014 
LC Cele  108 144  45 834  153 978 
VN Khumalo  216 629  167 332  383 961 
TP Leeuw  344 570  218 502  563 072 
AT Nzimande  139 682  84 768  224 450 
NNA Matyumza  332 815  160 074  492 889 
SP Ngwenya  193 604  83 978  277 582 
PH Staude  269 200  116 142  385 342 
GHM Watson  577 697  351 891  929 588 
N Maharaj  210 564  138 076  348 640 
CA Boles  190 234  172 534  362 768 
B Mehlomakulu  152 117  65 920  218 037 
B Larson  233 114  235 818  468 932 
G Zondi  –  13 500  13 500 

APPROVAL

This report was approved by the Remco on 6 February 2018 and the Board on 22 February 2018. The Remco as well as the Board are satisfied that there were no material deviations from the 2016 remuneration policy during the 2017 financial year.