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 Nelisiwe Shiluvana (Group Financial Director) meet the definition.
Executive directors’ remuneration and performance
CEO
Darren Hele (52)
Bcom
Individual scorecard
Share appreciation rights (SARs)
The third tranche of the 2019 SARs vested on 1 June 2024 but were below the strike price. The second tranche of the 2020 SARs vested on 1 June 2023 at a 30-day VWAP of 64.41 and were exercised. The first tranche of the June 2021 awards also vested on 1 June 2024, but at a 30-day VWAP of 50.73 were below the strike price.
Retention shares
The third tranche of the June 2019 awards vested, and 12 786 shares were issued. The second tranche of the June 2020 awards vested and 9 168 shares were issued. The first tranche of the June 2021 awards vested, and 5 656 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 2022 performance. |
| ** | Relates to 2023 performance. |
| *** | Total RS and SARs that vested in June 2023. |
Unvested awards made to the CEO during prior years and 2024:
| * | Darren Hele declined his LTI award for 2022, given the feedback from shareholders on the 2022 remuneration report. |
| ** | 30 DAY VWAP @ 28 February 2024 was R56.77. |
| *** | Relates to 2023 performance. Executive directors are not eligible for restricted shares. |
| # | Based on 100% vesting. |
Group Financial Director
Nelisiwe Shiluvana (44)
CA(SA) with SAICA and ACMA, CGMA with CIMA
Individual scorecard
| * | Nelisiwe Shiluvana was appointed as Group Financial Director and executive on 1 August 2023. No LTI awards vested during the reporting period. |
Former Group Financial Director
Deon Jeftha Fredericks (63)
BCompt (Hons), Business Management (Hons), CA(SA), CIMA
Total Reward
Deon Fredericks was appointed on a fixed-term contract. Hence no other fixed compensation elements apply. He retired as Group Financial Director on 31 July 2023.
| * | Relates to 2022 performance. |
| ** | Relates to 2023 performance. |
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.
| * | Resigned from the Board on 20 July 2023. |
| ** | Appointed to the Board on 1 October 2023. |
| *** | Appointed to the Board in December 2022. |
Consultancy fees
No consultancy arrangements have been made for 2024.