Remuneration Policy
Our Remuneration Policy aims to align the interests of executives and employees with those of shareholders in achieving the Group’s business strategy. Through this alignment, we also ensure that the Group continues to deliver value for all our stakeholder groups. The Remuneration Policy is subject to regular review and change.
Our remuneration philosophy
Our Remuneration Policy, setting out the Group’s remuneration principles and practices, applies to all employees. It provides a high-level guideline for implementing the Group’s remuneration strategies and designing and managing remuneration processes.
The policy was designed around the following themes:
- •Support for the business strategy, objectives and long-term interests of Famous Brands and its stakeholders, aligned with the Group’s core beliefs.
- •Maintain a competitive reward system to attract, motivate and retain high-performing individuals, through industrycompetitive packages.
- •Apply consistent and responsible business and remuneration practices, sound and effective risk management and governance.
- •Develop performance metrics that are both demanding and sustainable, covering all relevant aspects of the business.
The policy also considers King IV (principle 14), the Companies Act 2008, the Basic Conditions of Employment Act 1997, the Employment Equity Act 1998, and other applicable legislation.
The Remuneration Committee’s mandate (refer here) is to assist the Board in discharging its oversight responsibilities relating to all compensation matters.
The use of remuneration consultants
Where appropriate, the committee can obtain advice from independent remuneration consultants. The Committee employs and engages with them directly to ensure independence. The Committee reviews the consultants’ independence annually.
The Committee typically engages consultants to perform the following services:
- •Job evaluation and organisational design.
- •Executive salary surveys.
- •Benchmarking of the STI scheme as needed.
- •Review of the LTI scheme.
- •Advising on the remuneration report for the IAR.
Key principles of the Remuneration Policy
Our people are our greatest source of sustainable competitive advantage. We aim to attract, motivate and retain a skilled workforce through fair, responsible, transparent and competitive remuneration.
The Remuneration Policy is in place to support our remuneration approach and is based on the following key principles:
- •Reward, retain, and, where necessary, attract talent through fair, transparent and competitive remuneration.
- •Reward short-term and long-term performance by linking STIs to operational, financial and other targets; and LTIs to the achievement of Famous Brands’ strategic objectives.
- •Key focus areas are reflected in the scorecards of executive management and the annual performance evaluations for employees. Scorecards reflect key performance areas (KPAs) and the associated KPIs.
- •We reward for value created, contribution and performance to ensure alignment with shareholder interests, balancing this across economic, social, and environmental aspects.
- •Employee rewards are influenced by individual and Company performance, and employees’ contributions are recognised through a discretionary performance bonus.
- •Bargaining unit employees are subject to the terms of wage agreements and are part of a “basic plus benefits” remuneration scheme.
Fair and responsible remuneration
The remuneration principles are underpinned by a fair and responsible remuneration approach where:
- •Remuneration must be free from any form of discrimination.
- •Market benchmarking refers to the correct remuneration bands and levels with progression reflected for experience and accountability.
- •Remuneration design and application must drive internal and external parity.
- •All remuneration components are designed and implemented in accordance with applicable tax and regulatory requirements.
- •Performance and value are defined and measured over the short, medium and long terms and protect our shareholders’ interests.
- •An overarching commitment to ethical and legally defensible remuneration practices.
Benchmark methodology
Famous Brands undertakes a total remuneration benchmark at least every two years, using reputable remuneration consultants. The one benchmark uses a database covering over 700 South African companies, extracting data from companies and creates a theoretical job match, based on the scope of the role, and sized relative to the actual CEO role . The second benchmark is from a specified comparator group of companies approved by the Committee, which is available here.
Equal pay and gender equality
We focus on developing an equitable workplace. We commit to equal pay and gender equality in line with the JSE Listings Requirements and King IV.
Famous Brands conducts an equal pay for equal value of work audit as part of the annual salary increase exercise in March each year. We track our equal pay across both genders as a KPI within our ESG Framework here. As part of this process we adjust salaries based on the outcomes.
The following interventions were applied this year in response to findings from the audit:
- •Nine African females had their salaries adjusted.
- •Four African males had their salaries adjusted.
- •One White female had her salary adjusted.
- •One Indian female had her salary adjusted.
The principle of equal pay applies to work that is the same, substantially the same or of equal value (referred to as work of equal value) when compared to an appropriate actual comparator of the same employer.
This means that where comparable work is of equal value, employees performing such comparable work should be paid equal pay, provided that any differentiation between them is based on a prohibited ground of discrimination or on arbitrary grounds.
Read more about our employees’ remuneration for 2025 in our implementation report here
An overview of our remuneration components
The key components of remuneration at Famous Brands:
|
Total cost to company (guaranteed pay) |
Variable pay | |||
|---|---|---|---|---|
| Base salary | Medical insurance, retirement fund and benefits | Discretionary bonus/13th cheque | Short-term incentive | Long-term incentive |
The remuneration structure for executives and employees in senior management positions comprises guaranteed (including benefits) and variable remuneration, collectively referred to as the pay mix. A different set of rules and guidelines are applicable to each remuneration component.
Pay mix
Famous Brands’ pay mix aims to achieve a balanced mix appropriate for the job, level and performance and in line with market practice.
There is a balance between fixed and variable pay. For F-level positions (Executive committee, the CEO and his direct reports), fixed pay represents about 51% of total remuneration, which is deemed high enough to avoid employees becoming overly dependent on variable pay. We are completing a pay mix review for targeted positions within Leading Brands here.
This pay mix ratio aligns with the market remuneration mix.
Remuneration landscape and eligibility
| Employment category | Variable pay structure | |
|---|---|---|
| TCC | Executive directors | STI, LTI and legacy arrangements |
| Exco | ||
| Senior management | ||
| Middle management | Discretionary bonus | |
| Other employees | ||
| TCC per union agreement | Bargaining unit employees (Grades A1- B2) | 13th cheque as per the wage agreement |
Cost to company and bonus
Base salary
Salaries are reviewed annually in May and implemented following the release of audited financial results. The increase takes effect on 1 March of each year. Increases are informed by consumer price inflation (CPI) and business performance and adjusted upward or downward to recognise individual performance. Bargaining unit employee increases are based on two-year wage agreements and are processed in March.
The CEO makes recommendations regarding Exco’s increases to the Committee. The Committee reviews the CEO’s base salary.
The overall increase pool is expressed as a percentage agreed upon by the Committee.
Individual performance is evaluated on a scale of 1 to 5, where 1 indicates that expectations are not met and 5 indicates that expectations are exceeded. The performance rating determines the percentage of the CPI increase pool that an executive will receive. Performance is measured against specific KPIs approved by the Committee.
Retirement fund
All Company-related funds are defined-contribution funds. Retirement funds vary depending on jurisdiction and legislation. Famous Brands optimises the tax efficiency of the retirement funding and other related benefits in each country, and any Company contribution is part of TCC.
Medical insurance
Medical funds vary depending on jurisdiction and legislation (some countries have national insurance). Any Company contribution towards a medical aid fund forms part of the total guaranteed package, in line with Company policy.
Benefits
Benefits are provided based on local market trends, ensuring overall competitiveness in the respective markets. Benefits can include life insurance, dread disease insurance, temporary and permanent disability lump sums and income benefits, accidental death insurance, funeral insurance, assistance with tax filing, cash in lieu of leave not taken (above legislated minimum leave requirements) and provisions under the executive travel guidelines.
Allowances
Allowances are linked to specific tasks, for example, a subsistence allowance for specific types of travel. Separate policies cover these types of allowances, or it is covered in the bargaining unit’s recognition agreements. No discretion is applied.
13th cheque
The 13th cheque is part of guaranteed pay for bargaining unit employees and forms part of the wage agreement with the trade unions.
Long-service awards
All employees are eligible for long-service awards, except executives.
| 10 years | R10 000 |
| 15 years | R15 000 |
| 20 years | R20 000 |
| 25 years | R25 000 |
| 30 years | R30 000 |
| 35 years | R35 000 |
| 40 years | R40 000 |
Discretionary bonus
A bonus is provided based on individual performance, subject to the Company's performance criteria. It can only be up to 120% of one month’s TCC, and a sliding scale adjustment is made to recognise individual performance. Performance ratings of less than 3 do not qualify for the discretionary bonus. This applies to all employees outside the bargaining unit parameters, but below the executive level.
Short-term incentives
The STI scheme, which applies to eligible employees at executive level, is designed to drive Famous Brands' short-term strategies, aligned with annual business plans and budgets, and ensure that participants deliver on the key priorities for the year. Performance ratings of less than 3 do not qualify for the STI. These have been designed to align and deliver on the Company and shareholder interests. The STI incentivises and drives participants’ motivation, contributes to attracting and retaining scarce human resources, and rewards superior performance.
The STI, where applicable, is paid in total in June each year.
How it is calculated
In 2023, Deloitte reviewed the STI scheme and recommended that the scheme rules be simplified and redesigned to remove the correlation between the weighted performance score and the amount of target STI earned. The scheme was redesigned so that the weighted performance score, ranging from 100% to 116%, determines the target payout, which falls between 100% and 200%. There is a payout of 50% of the STI threshold performance on the scorecard if achieved. The scheme incorporates leverage, with a maximum payout of 200% of the target.
The target STI is a targeted amount (a percentage of TCC) applicable to a person’s Paterson grade. The actual STI earned depends on performance.
Target STI is determined by market-benchmarked targets and is regularly validated. The performance score is determined by individual and Group/operational performance relevant to the individual’s role, creating a line of sight between business performance and individual reward. These are weighted and collectively provide a weighted score for the individual. Before the start of each year, the Board approves KPAs and associated KPIs.
| Position | Group | South African | Non-South African | Individual |
|---|---|---|---|---|
| CEO and Group Financial Director | 70 | 30 | ||
| Other Group executives | 30 | 70 | ||
| AME executive | 10 | 60 | 30 | |
| SA divisional executives | 70 | 30 | ||
| UK/AME divisional executives | 30 | 40 | 30 |
Individual performance is reviewed on a scale of 1 to 5. Performance ratings of less than 3 disqualify a participant from the STI scheme.
The combined outcome of individual performance and performance against the KPAs and KPIs results in the actual percentage of target STI earned, which has a maximum cap.
| Position | Group | South African |
|---|---|---|
| 1 or 2 | 0 | No STI |
| 3 | 100 | |
| 4 | 150 | |
| 5 | 200 | Capped |
The table below indicates how line of sight is achieved between combined performance and the individual’s level of STI earned, supporting the principle of rewarding exceptional performance.
| Scorecard outcomes | % of target STI |
|---|---|
| <50% | 0 |
| 50% | 50 |
| 60% | 60 |
| 70% | 70 |
| 80% | 80 |
| 90% | 90 |
| 100% | 100 |
| 110% | 110 |
| 120% | 120 |
| 130% | 130 |
| 140% | 140 |
| 150% | 150 |
| 160% | 160 |
| 170% | 170 |
| 180% | 180 |
| 190% | 190 |
| 200% | 200 |
The criteria for the Group portion of the calculation for February 2025 are set out below:
| Key performance area | Weighting |
|---|---|
| Financial performance | 50% |
| Operational plan performance | 10% |
| Market share performance and customer | 20% |
| People performance | 10% |
| Transformation and ESG | 10% |
The Group Scorecard
The Group Scorecard encompasses both financial and nonfinancial measures in evaluating overall corporate performance. Delivery against each pillar of the scorecard is reviewed by the relevant Board committee, with a formal recommendation submitted to the Remuneration Committee. The final assessment of corporate performance is made by the Remuneration Committee, taking these inputs into account and exercising its discretion regarding the quality of the overall corporate performance for the year. Read more about performance against the Group Scorecard here.
The FY2025 Group Scorecard is:
| KPAs | % Weighting | Sub-KPA |
|---|---|---|
| Financial performance | 50 | HEPS in cents |
| Operational plan performance | 10 | |
| 6 |
Build of Midrand phase 1 (cold storage facility)
|
|
| 4 | Finance consolidation: SAGE X3 ERP implemented for Wimpy UK | |
| Market share and customer | 20 | |
| 6 | Google ratings – Leading Brands (excluding SADC) | |
| 2 | Google ratings – Fun Dining brands | |
| 2 | Google ratings – AME (excluding UACR) | |
| 5 | Leading Brands SA net store growth | |
| 2 | Leading Brands SADC net store growth | |
| 2 | ||
| 1 | AME net store growth (excluding UACR) | |
| 1 | UK net store growth | |
| People performance | 10 | |
| 4 | Voice your View score for administration employees | |
| 3 | Bargaining Unit Voice Your View | |
| 1 | Exco succession | |
| 2 | Executive stability ratio | |
| Transformation and ESG | 10 | |
| 2 | B-BBEE rating | |
| 2 | Management control (Employment Equity) | |
| 1 | Enterprise and supplier development | |
| 1 | Injury on duty (IOD) | |
| 4 | Meet sustainability targets set for year one of the new five-year plan as approved by the Social and Ethics Committee | |
| (split 50/50 across the two selected targets) |
The Group Scorecard for FY2026
The following Group Scorecard for FY2026 was approved by the Remuneration Committee and ratified by the below in February 2024.
The criteria for the Group portion of the calculation are set out below:
| KPA | Weighting |
|---|---|
| Financial performance | 85% |
| Transformation, Environment, Social & Governance | 15% |
Relative weighting of performance (%)
Personal scorecards are concluded individually and contribute as set out below:
| Position | Group | Non-South African | Individual |
|---|---|---|---|
| Group CEO and Group FD | 70% | 30% | |
| Other Group Executives | 30% | 70% | |
| SA Divisional Executives (incl SADC) | 70% | 30% | |
| UK /AME Divisional Executives | 60% | 40% |
The Group Scorecard for FY2026 is as follows;
| KPA | % Weighting | Sub-KPA |
|---|---|---|
| Financial performance | 85 | |
| 65 | HEPS in cents (c) | |
| 20 | Operating profit |
| KPA | % Weighting | Sub-KPA |
|---|---|---|
| Transformation and ESG | 15 | |
| 4 | BBBEE rating | |
| 2 | Management Control (Employment Equity) | |
| 2 | Enterprise and Supplier Development | |
| 2 | IOD | |
| 4 | Meet sustainability targets set for year 2 of new 5 year plan as approved at S&E | |
| 1 | Fully EPR compliant (SA) | |
| Total | 100 |
Long-term incentives
The LTI is designed to drive Famous Brands' longer-term strategic and sustainable focus, ensuring alignment between the long-term interests of executives and shareholders. It serves as a wealth creation mechanism for executives, creating shareholder value when strategic performance drivers are met.
The 2023 Long-Term Share Plan
In February 2024, the Long-Term Share Plan replaced the previous 2015 LTI Scheme. The Long-Term Share Plan was approved by shareholders in May 2023. This was developed as a more appropriate LTI scheme to attract, retain and reward key senior management employees by allowing them to receive shares in Famous Brands. As a full-value share-based plan, it allows for varying performance per award cycle, which aligns better with market practice and King IV. It also offers greater alignment of management with shareholder interests. The awards granted in terms of the 2015 LTI Scheme will continue to vest and unwind, but new awards will not be granted in terms of this Scheme.
The 2023 Long-Term Share Plan provides for the following instruments:
Performance share awards: Annual awards of Famous Brands shares, the vesting of which is subject to the fulfilment of specific key performance vesting criteria over a set performance period, and the employee remaining employed by Famous Brands until the vesting date (three years in terms of the Rules of the Scheme unless terminated for retirement, retrenchment or death). The annual award will be made as a percentage of the employee’s guaranteed package.
Restricted shares: Annual or ad hoc awards of Famous Brands shares, the vesting of which will be subject to the employee remaining employed by Famous Brands until the vesting date. The Company may award the Restricted Shares for any of the following:
- • In specific circumstances where new employees are compensated for a value forfeited by their previous employers.
- • For retaining key talent and scarce, critical skills generally below the executive level.
Exco members at F Lower level and above do not qualify for Restricted shares and are only awarded Performance shares which are linked to specific key performance vesting criteria.
Performance and vesting criteria: The Remuneration Committee will establish appropriate performance vesting criteria, performance periods, and vesting dates for each award or grant, taking into account the business environment. These will include performance conditions to measure profitability, shareholder return, and environmental and governance performance. These details will be communicated to the qualifying employees in an individual award or grant letter.
The performance period and the duration between the award or grant date and the vesting date will be at least three years. There is no post-vesting holding requirement for Exco members. However, each Exco member must achieve a minimum shareholding requirement expressed as a percentage of their guaranteed package. The minimum shareholding requirement must be fulfilled within five years. To the extent that the MSR is not yet met, an executive director can only sell up to 50% of the vesting shares in any year.
The vesting structure in terms of the new share plan has been simplified. All share awards vest in year three, provided that the service and performance conditions that were set at the award date are met. Click here.
The 2023 Long-term Share Plan award methodology
|
On Target Multiple of TCC (as a %) |
Performance shares |
|
|---|---|---|
| F Upper (CEO) | 125% | 100% |
| F Lower (GFD) | 110% | 100% |
| F Lower (Other) | 90% | 100% |
| E Upper (General Management) | 65% | 75% |
| E Lower (Senior Management) | 52% | 75% |
| D Upper (Middle Management) | 39% | 50% |
HEPS was reintroduced in the new Long-term Share Plan in 2023 (defined as growth in HEPS vs. CPI). The target set for the awards issued in 2025 is CPI + 5%, with a stretch target of CPI + 7% here.
Share appreciation rights do not exist in the 2023 Long-term Share Plan.
Long-term Share Plan performance metrics and conditions for FY2025
| KPI and weightings | Further details | Threshold 50% vesting | Threshold 100% vesting | Stretched 150% vesting | |
|---|---|---|---|---|---|
| Profit (45%) | HEPS growth over the performance period | Three-year HEPS CAGR relative to the business plan | CPI1 | CPI + 2% | CPI + 7% |
| Shareholder value (45%) | TSR (22.5%) |
A relative measure of TSR against a bespoke comparator group2. (11.25%) |
50th percentile | 60th percentile | 80th percentile |
| A relative measure of TSR against the cost of equity (COE) (11.25%) | COE | COE + 2% | COE + 5% | ||
| ROCE (2.5%) | Three-year return relative to the business plan. | 150% of WACC | 170% of WACC | 200% of WACC | |
| Doing business the right way (10%) | ESG | GHG emissions for SA business (3.33%) | Tons CO2e emitted (direct and indirect), excluding generator power = 90% of target | Tons CO2e emitted (direct and indirect), excluding generator power = (F2027 target) | Tons CO2e emitted (direct and indirect), excluding generator power >110% of target |
| Water for SA business (3.33%) | Kilolitre of water (direct) = 90% of target | Kilolitre of water (direct) = (F2027 target) | Kilolitre of water (direct) >110% of target | ||
| B-BBEE/Transformation (3.33%) | B-BBEE score >80.00* (*Level 4 upweighted to Level 2 by YES Programme) | B-BBEE score >87.00* (*Level 4 upweighted to Level 2 by YES Programme) | B-BBEE score >90.00* (*Level 3 upweighted to Level 1 by YES Programme) |
1 CPI estimates
| Forecast | 2025 | 2026 | 2027 | 2028 |
| South African CPI | 4.00% | 4.50% | 4.40% | 4.50% |
| Source: Standard Bank Ltd | ||||
2 The companies in the TSR comparator group would be weighted according to market cap, and the threshold, target and stretch outcomes would be based on the percentile positioning within the comparator group. Our TSR group includes:
- Bid Corporation Limited
- Tiger Brands Limited
- Spur Corporation Limited
- Sea Harvest Limited
- Oceana Group Limited
- Astral Foods Limited
- Libstar Holdings Limited
- RFG Holdings Limited
LTI Share Plan metrics for FY2026
| KPA | Performance Condition (KPI) | Proposed weighting | Current Weighting | 50% Vesting | 100% Vesting | 150% Vesting | |
|---|---|---|---|---|---|---|---|
| Profit | Compound Annual Growth in Headline Earnings per Share (HEPS) | 40% | 45% | CPI + 2% | CPI + 5% | CPI + 10% | |
| Shareholder value | Total Shareholder Return | 11% | 11.25% | 50th percentile of the peer group | 60th percentile of the peer group | 80th percentile of the peer group | |
| 50% | 12% | 11.25% | Cost of Equity | Cost of Equity + 2% | Cost of Equity + 5% | ||
| Return on Capital Employed (ROCE) | 27% | 22.5% | 150% of Weighted average cost of capital | 170% of Weighted average cost of capital | 200% of Weighted average cost of capital | ||
| Doing business the right way | Environmental, Social and Governance (ESG) | 3.33% | Tons CO2e emitted (direct and indirect), excl generator power >90% of target | Tons CO2e emitted (direct and indirect), excl generator power = (F2028 Target) | Tons CO2e emitted (direct and indirect), excl generator power >110% of target | ||
| Water for RSA business | 10% | 3.33% | 10% | Kilolitre of water (direct) >90% of target | Kilolitre of water (direct) = (F2028 target) | Kilolitre of water (direct) >110% of target | |
| Transformation | 3.33% | B-BBEE score > 80 (Level 4 upweighted to Level 2) | B-BBEE score > 87 (Level 4 upweighted to Level 2) | B-BBEE score > 90 (Level 3 upweighted to Level 1) |
The 2015 LTI Scheme consists of two types of awards:
Growth shares in the form of SARs (Share application rights): allocated at 75% of the total share grant for any allocation and issued at a strike price based on the 30-day VWAP as at date of approval by the Board; and
Retention shares (RSs) in the form of full shares issued at R0 (zero) strike price are usually allocated at 25% of the total share grant for any allocation.
The 2015 LTI Scheme Performance conditions applied to determine the vesting of SARs
| Company performance | Weighting | Outcome |
|---|---|---|
| HEPS | 50% | Achieved |
| ROCE WACC determined at financial year end | 20% | Achieved |
| Absolute TSR (30-day VWAP share price + cost of equity. Determined at financial year-end) | 30% | Achieved |
The last awards issued in terms of the 2015 LTI Scheme (SARs and Retention Shares) were in June 2022, and these will complete vesting in June 2027.
Malus and clawback
Famous Brands has malus and clawback provisions that enable adjustments to variable pay.
The Board may act on the recommendation of the Committee to reduce/cancel/adjust unvested variable remuneration (malus) or to recover (clawback) vested/paid variable remuneration where there is reasonable evidence that an executive director of Famous Brands materially contributed to, or was materially responsible for, but not limited to:
- •Personally acting fraudulently or dishonestly or in a manner that adversely affects the Company’s reputation or is characterised as gross misconduct.
- •Directing an employee, contractor or adviser to act fraudulently, dishonestly, or to undertake other misconduct.
- •Receiving an STI or LTI award because of fraud, dishonesty or a breach of obligation committed by another person.
- •Receiving an STI or LTI award because of an intentional error in calculating a performance measure.
Recruitment, contracts and termination
Recruitment
When recruiting new executives, a comparative benchmarking exercise is done to determine the size, nature and complexity of the role and the availability of skills before making a competitive offer.
For new appointments, the Committee may consider compensation for remuneration forfeited by the appointee (STI, LTI, or any other relevant and valid element). The intention is not to grant more than what the appointee would have received from the Company in a 12-month period.
The Committee has the discretion to compensate at higher values if it can be demonstrated through a fair-value valuation that the forfeited amounts exceed the value of the grants. The Committee compensates the forfeitures through a combination of equity and cash.
Famous Brands has a formal Recruitment and Selection Policy.
Sign-on
Sign-on bonuses are paid at the discretion of executive management and the Committee.
Service contracts
All executive team members have permanent employment contracts that entitle them to standard Group benefits as defined by their specific region and participation in the Company’s STI and LTI.
In exceptional situations, an executive team member can be appointed on a fixed-term contract.
Employee contracts contain defined termination notice periods, and the executive management team has a three-month notice period.
Termination
The executive management team typically does not have fixed-term contracts; their employment contracts are open-ended. Exceptions include where prescribed retirement ages apply or where specific circumstances justify the appointment on a fixed-term basis.
The incentive scheme rules are clear on the termination provisions by termination category. In the event of termination, the Company may allow the employee to either work out their notice period or pay the TCC for the stipulated notice period in lieu of notice.
Employment contracts do not obligate Famous Brands to pay special severance or compensation upon termination of employment contracts arising from failure or incapacity to perform, or underperformance against contracted objectives.
| Voluntary resignation | Dismissal/termination for cause | Normal and early retirement, retrenchment and death | Mutual separation |
|---|---|---|---|
| Base salary | |||
| Paid over the notice period or as a lump sum. | Paid up to the date of dismissal (exit date). | Paid up to the date of retirement or death or for a defined period based on policy and legislation governing retrenchment conditions. Death benefits are paid to the spouse (if relevant). | Paid over the notice period, as a lump sum, or per agreement to remain on the payroll until the agreed date. |
| Retirement fund | |||
| Provident fund contributions for the notice period will be paid. The lump sum does not include provident fund contributions unless contractually agreed. | Contributions to the provident fund will be paid until employment ceases. | Provident fund contributions for the notice period will be paid. | |
| Medical provisions | |||
| Where applicable, medical provision for the notice period will be paid. | Medical provision/payment will be provided until employment ceases. | Medical provision/payment will be provided until employment ceases. Subject to the medical aid rules, the employee can become a direct paying medical aid member. | Medical provision for the notice period will be paid; the lump sum can include medical fund employee contributions if contractually agreed. |
| Benefits | |||
| Applicable benefits may continue to be provided during the notice period but will not be paid on a lumpsum basis. | Benefits will fall away when employment ceases. | Applicable benefits may continue to be provided during the notice period. | |
| STI | |||
| No STI | No bonus, but Committee has the discretion to award pro-rata STI. | ||
| Sign-on or retention deferred bonuses | |||
| Lapse all deferred bonuses. | Pro-rata deferred bonuses based on the length of employment from the date of allocation. | The Committee determines whether a pro-rata portion may be granted. A work-back clause may not apply. | |
| Sign-on bonus work-back clause will apply – i.e. if not worked back in full, pro-rata repayment. | |||
| LTI | |||
| Unvested shares will lapse in their entirety. | Lapse of all unexercised and unvested shares; vested shares will be unaffected. | Pro-rata unvested LTIs are based on the length of employment from the date of the offer. Performance conditions are tested over the full performance period and vest on the normal vesting dates. (In case of death, test performance as per the latest results applies immediate vesting). | The Committee determines whether a pro-rata portion may be granted (or the Board in the case of the executive directors). Performance conditions are tested over the full performance period and vest on the normal vesting dates. |
Minimum shareholding requirements
Executive directors are required to build and maintain a minimum holding of Famous Brands shares. They may sell only up to 50% of their shares that vest until they have reached their minimum shareholding requirement.
The CEO must hold 200% of their TCC, and the Group Financial Director must hold 100% of their TCC.
% of TTC
Non-executive directors' fees
Non-executive directors receive formal letters of appointment and are compensated in accordance with their role. The policy is applied using the following principles:
Directors receive a flat fee and are not paid for meeting attendance.
Fees are reviewed annually, and increases are implemented in June following approval by shareholders at the AGM.
The level of fees is set using a comparable benchmark group derived from companies with similar size, complexity, and geographic spread.
The non-executive directors are not eligible to receive any short or long-term incentives.