The Remuneration Committee confirms compliance with the Remuneration Policy and that there were no deviations from it
The implementation report provides a breakdown of the executive and non-executive directors’ remuneration. The Committee applies the prescribed officer definition as “executive management” per King IV. It has been determined that of the Executive Committee, only Darren Hele (CEO) and Deon Fredericks (Group Financial Director) meet the definition.
Executive directors’ remuneration and performance
CEO
STI outcome
Individual scorecard
| Key performance area | Outcome |
| Execute the Group’s 2023 one-year action plan as signed off by the Board on all agreed deliverables and time plans | Met |
| Expanded ESG plan by end August and execute in line | Not met |
| Ensure alignment toward the Group’s wider goals laid out in the approved three-year 2023– 2025 plan | Exceeded |
| Lay foundation for formalised CEO and Group Financial Director succession planning | Met |
| Simplification of Group legal structure | Met |
| Notable move forward on digitisation strategy and appointment of CIO | Met |
SARS
The second tranche of the 2019 SARS vested in June 2023 but were below the strike price. The first tranche of the 2020 SARS vested on 1 June 2023 at a 30 day VWAP of R64.41. The first tranche of the June 2021 awards will vest in June 2024
Retention shares
The second tranche of the June 2019 awards vested and 12 785 shares were issued. The first tranche of the June 2020 awards vested and 9 168 shares were issued.
Share options
80 000 share options were awarded in November 2014 in terms of the 2012 Share Option Scheme at a grant price of R101.20 and expire in November 2024
Total reward
| * | Relates to 2021 performance. |
| ** | Value as per 5 November 2021 SENS announcement in respect of 874 vested shares. |
| *** | Darren Hele declined his LTI award for 2022 given the vote by shareholders on the 2022 remuneration report. |
| **** | Relates to 2022 performance report. |
Unvested awards made to the CEO during prior years and 2023:
| * | Relates to 2022 performance. |
| ** | 30 Day VWAP @ 28 February 2023 was R63.52. |
Group Financial Director
Individual scorecard
| Key performance area | Outcome |
| Enable the business | Met |
| Ensure sufficient funding with the right profile and improved pricing | Exceeded |
| Execute the 2022 year-end within deadlines | Exceeded |
| Improve finance reporting structure and ensure succession planning | Exceeded |
| Improve financial systems, processes, and governance to enhance reporting and modelling capabilities | Exceeded |
| Monthly results, forecast and budget | Exceeded |
Total reward
Deon Fredericks was appointed on a fixed-term contract. Hence no other fixed compensation elements apply.
| * | Relates to 2022 performance. |
There have been no termination payments to executives during the year. During the year, in line with the policy, pro rata vesting of LTI grants were applied in respect of a participant.
Non-executive directors’ fees
The Board determines fees to non-executive directors for membership on the Board and its Committees. The Board is of the opinion that such fees are market related and commensurate with the time and effort required by the directors to undertake their duties.
Consultancy fees for 2023
No consultancy arrangements have been made for 2023.
