Remuneration report

PART 1: BACKGROUND STATEMENT

Dear shareholder

I am pleased to present the remuneration committee’s report for the 12 months ended 31 March 2017, highlighting key issues considered in the year. The remuneration committee (committee) considered the impact of the King IV report and has implemented a number of the suggested practices during this reporting period.

Since we presented the last remuneration policy to shareholders for the year ended 31 March 2016, changes were made to the long-term incentive (LTI) allocation mix. In addition, the performance measures of the short-term incentives (STIs) and LTIs were reviewed.

The group undertook a rights offer during September 2016 to repay the accelerated bond financing programme. The variation of capital, because of the rights offer, had a significant impact on the long-term share incentive schemes.

The rules of the share schemes follow the principle that participants should not be worse off because of the rights offer. Following this principle, the remuneration committee made the following adjustments:

  • Share appreciation awards for 2016: the strike prices were adjusted downwards and the number of awards was increased
  • Share appreciation awards prior to 2016: only the strike prices were adjusted downwards as these shares are “underwater”
  • Forfeitable shares: no adjustments were made and participants were entitled to elect to follow their rights or sell nil-paid letters regarding the shares. The report reflects (vested and unvested) the trades exercised by prescribed officers.

Following committee deliberations, prescribed officers were reduced to core decision-makers only in line with the Companies Act, 2008 (the Act). In line with King recommendations, this report details the company-wide remuneration policy, particularly the fixed and variable elements of executive remuneration, as well as fees paid to non-executive directors.

The past year has been challenging for the company mainly due to the high financing costs associated with our expansion programmes and increasing competition from new entrants in the cement industry. The effect of low economic growth and a lagging economy has impacted the demand for cement resulting in overcapacity in the market. Cement volumes remained subdued compared to the same period last year. All of these factors have resulted in an overall passive performance by the company for the year under review. The remuneration for the reporting period reflect the subdued performance of the company. Specifically the committee approved and paid a reduced STI payment to all staff and awarded no STI to the executive outcomes directors.

Given these challenges, the committee has reflected and responded to shareholder views, and incorporated a policy that ensures the delivery of sustained value as well as the attraction and retention of key skills at all levels within the organisation.

Despite the improved vote of 71% at the previous AGM, the committee considers shareholder dialogue to be imperative. In April 2016, members of the committee consulted with various shareholders on our remuneration policy. Overall, there was support for our incentive structures and the level of transparency of our report. The committee will continue to evaluate and consider feedback by shareholders, with the aim of delivering a policy that ensures sustained value as well as the attraction and retention of key skills of all levels of the organisation.

The report is presented in three parts: this background statement (part 1), followed by the company-wide remuneration philosophy and policy (part 2), and lastly the implementation of the policy for the 12 months from 1 April 2016 to 31 March 2017 (part 3).

The committee is satisfied that the principles laid down by the Act have been adhered to, unless otherwise stated in this report.

T Moyo
Chairman of the remuneration committee
6 June 2017


PART 2: REMUNERATION POLICY

Governance and the remuneration committee

Role of the committee

As a committee of the board, the remuneration committee assists in setting the company’s remuneration policy and directors’ and prescribed officers’ remuneration. It operates according to its approved terms of reference, which are published on the company’s website.

Members

All the members are non-executive directors, and the majority are independent as defined by King. The committee held two general meetings and two special meetings in the year, with attendance shown on page 74 of the governance report.

The chief executive, chief financial officer and group human resources executive attend meetings by invitation to assist the committee in executing its mandate. Other members of executive management are invited when appropriate. No executives participate in the vote process or are present at committee meetings when their own remuneration is discussed or considered.

The remuneration committee has appointed PwC as its independent remuneration advisers.

Terms of reference

Please refer to page 78.

Our remuneration policy

A summary of the company-wide remuneration policy and, as applicable, a detailed explanation of the policy as it applies to executive management is provided in this section. Our full remuneration policy can be viewed at www.ppc.co.za.

Company-wide remuneration policy – overview

Our remuneration policy
Ensure employees are fairly and appropriately rewarded     Attract, retain and motivate individuals with the necessary calibre and behaviour

Fixed pay

  • Basic pay
  • Retirement benefit
  • Other benefits

Appropriate to recruit and detain, but no in-built premium for performance.

 

STIs

  • Annual bonus plan



Aligned to company financial performance, strategic priorities and individual performance.

 

LTIs

  • Share appreciation rights (SARs) plan
  • Forfeitable share plan (FSP)


Aligned to shareholder returns over the long term.

Maximum rewards are achieved only for stretch company and high individual performance, in addition to targeted shareholder returns
Key principles of the remuneration policy

PPC recognises that one of its sources of competitive advantage is its highly skilled employees. To meet our business objectives remuneration and reward policies and practices must support the following principles:

  • Encourage organisational, team and individual performance
  • Designed to drive a high-performance culture
  • Based on the premise that employees should share in the success of the company
  • Be designed to attract and retain high-calibre individuals with the optimum mixture of competencies
  • Take into account industry benchmarks and practices of comparable companies of a similar size

The policy conforms to King and is based on the following principles:

  • Remuneration practices are aligned with corporate strategy
  • Total rewards are set at competitive levels in the relevant market
  • Incentive-based rewards are earned by achieving demanding performance conditions consistent with shareholder interests over the short, medium and long term
  • Incentive plans, performance measures and targets are structured to operate effectively throughout the business cycle
  • The design of LTIs is prudent and does not expose shareholders to unreasonable financial risk

Further information on the group’s remuneration policy can be found in the 2017 integrated report.

Elements of remuneration

Fixed/variable   Element   Definition   Applicable grades  
Fixed   Total guaranteed pay (TGP)   The fixed element of remuneration is referred to as total guaranteed pay and includes salary, car allowance, retirement, life insurance and medical aid contributions.

  Paterson Grades F4 – C5  
  Base pay plus benefits   Base pay refers to the cash basic pay and excludes benefits. Benefits are over and above the base pay and include the company contribution towards medical aid, retirement fund and any other employer funded group benefits.

  Paterson Grades C4 – A3  
Variable   STIs   An annual STI is paid in cash and gives employees an incentive to achieve the company’s short and medium-term goals, with payment levels based on both company and individual performance, depending on the level of the employee.

  All employees Paterson Grades F4 – A3  
  LTIs  

LTIs comprise instruments, awarded under two plans:

  • Share appreciation rights (SARs) awarded under the PPC share appreciation right scheme (SAR scheme)
  • Forfeitable shares awarded under the PPC forfeitable share plan

The committee retains the discretion to determine the award policy, using either or a combination of both plans:

  • Where used for performance, vesting is subject to company performance vesting conditions.
  • Where used for retention, continued employment is used as a vesting condition
  Paterson Grades F4 – C5 and C4 Foremen  
Detail on executive directors’ and prescribed officers’ remuneration

Package design

The company’s policy for executive directors and prescribed officers results in a significant portion of the remuneration received being dependent on company performance. In part 3 of the report, the actual total pay outcomes for the 12 months ended 31 March 2017 are depicted, while the total pay opportunities for the chief executive, the chief financial officer and prescribed officers (on average) under the following three different performance scenarios are illustrated below:

  • Above – representing 100% of maximum for variable pay opportunity
  • Target – representing estimated target performance of variable pay
  • Below – representing 0% of maximum for variable pay opportunity and retention shares

CEO (R000)

 

CFO (R000)

 

Prescribed officers (R000)

CEO   CFO   Preciscribed officers
*   LTI includes indicative expected value of retention FSPs on grant date.
**   LTI includes indicative expected value on grant date.
***   LTI includes indicative expected value on grant date assuming full vesting.
****   The average TGP was used for the prescribed office
Overview of remuneration policy

TGP

The company generally pays fixed remuneration at the relevant market median. Despite the company’s year-end of March, salaries are reviewed during September and annual increases are effected on 1 October.

Monthly pay and benefits are targeted to be competitive for comparable roles in companies of similar complexity and size, taking cognisance of the performance and experience of the employee concerned. Market data is used to benchmark salary and benefits and to inform decisions on salary adjustments. Salary increases are not guaranteed and are adjusted annually at financial year-end based on market benchmarks, market inflation, company affordability, company performance and to address market anomalies.

Professional advisers appointed by the remuneration committee provide benchmark information. In the case of executive directors, a peer group comprising listed companies are used to benchmark TGP.

Employee benefits

The following benefits are provided as part of TGP:

  • Participation in the PPC Retirement Fund is compulsory for all permanent employees. The fund is a defined-contribution fund and provides risk cover for death and disability
  • All employees are required to belong to a choice of company-sponsored external medical aids or to be a member of their spouse/life partner’s medical aid
  • All employees are covered for death, medical and disability expenses as a result of an accident
  • Employees who need to use their motor vehicle in their duties can elect to allocate an appropriate portion of their TGP as a car allowance

Employees who are not on TGP receive a fixed monthly basic cash salary component – base pay and receive benefits over and above this base pay. The benefits include the company contribution towards medical aid, retirement fund and any other employer funded group benefits.

STIs

  Purpose    

To reward employees for contributing to achieving the company’s financial and strategic objectives. The STI scheme has been designed to be easy to understand, pay out fairly and be differentiated according to individual performance, while being linked to PPC’s overall financial performance.

  Participation    

Employees participate in the STI and levels of participation and minimum qualifying targets (thresholds) vary according to employee grades, with higher financial thresholds for senior executives.

  Operation    

The STI scheme is measured over a one-year period, using the following formula:

Annual TGP x STI maximum % x company performance % x individual performance %

The remuneration committee retains the right to vary the terms of the STI in special circumstances. For example, in previous years, this was applied on a pro rata basis across all participants to reduce the cost to company in line with lower than expected profits.

  STI maximum percentage    

The STI limit varies by grade: for the CEO, the STI is capped at 140% of TGP, 120% of TGP for the CFO and a range of 110% to 90% of TGP for prescribed officers.

  Company performance measures and percentages    

The same performance measures are used across the company, but with lower entry-level performance for junior staff. A combination of financial (70%) and non-financial (30%) business drivers are used. During 2017, the financial drivers include EBITDA, normalised HEPS and the cash conversion ratio. Non-financial drivers relate to transformation, sustainability and safety targets and thresholds are set annually for each driver with the aim of achieving the business plan and essential elements of long-term sustainability. The measures for 2018 will comprise normalised HEPS 20% weighting, cash HEPS (this measure replaces the previously used cash conversion ratio) 20% weighting and EBITDA 30% weighting. The balance of 30% comprises sustainability measures.

Company performance is measured against these targets. As the targets for junior employees have lower entry levels, the bonus opportunity is commensurately lower. In the case of executive directors and prescribed officers, the target ranges from 0% (threshold performance) to 150% (stretch performance).

No bonus is payable below threshold performance.

  Personal performance measures and percentages    

Personal performance is measured through personal scorecards with objective and subjective measures, including financial and non-financial goals. They cover all aspects of an individual’s role that are important to creating value and sustainability.

Personal performance ranges depend on the grade. For executive directors and prescribed officers this range from 50% (threshold) to 120% (stretch). A personal performance factor of below 50% will result in no bonus being payable, irrespective of the company performance outcome. Overall performance for executive directors and prescribed officers is expected to average 75% to 80%.

  Changes for 2018    

Applicable performance measures are set for each financial year. No structural changes are envisaged for 2018, however, consideration will be given to the appropriateness of future clawback arrangements in special circumstances.

LTIs

The company has two LTIs in place, comprising the following instruments:

  • Forfeitable share plan (FSP) – the FSP comprises full value shares. Performance awards with forward-looking performance conditions and retention awards can be made under this plan
  • Share appreciation rights (SARs) plan – all SARs are subject to forward-looking performance conditions

The committee regularly reviews the allocation mix between the FSP and SARs awards.

  Purpose    

To align share scheme participants with shareholders over the long term by making performance awards, with vesting subject to company performance conditions and continued employment, to act as a retention tool by making retention awards, with vesting subject to continued employment.

  Operation and instruments    

Annual awards are made. For the year under review, a combination of the following instruments were used for prescribed officers:

  • SARs – rights given to employees to receive shares based on the appreciation in the share price between grant date and exercise date
  • Forfeitable shares – free shares with full voting and dividend rights from award date

Participants below prescribed officer level only receive FSP awards.

The details on the allocation between these instruments are provided below.

  Performance versus retention instruments    

In the case of executive directors and managing directors; and prescribed officers, at least 75% and 50% respectively of the total LTI award should be performance-based. All the SAR awards have performance conditions, while the FSP comprises performance and retention awards.

The current mix between SAR and FSP performance and retention awards for executive directors and prescribed officers is as indicated in the table below:

Grade SAR % Retention FSP % Performance FSP %  
CEO 50 25 25  
CFO 50 25 25  
MDs 50 25 25  
Company secretary 0 50 50  

Employees within 36 months of retirement will only receive retention FSPs.

The proposed mix for 2018 is as follows:

Grade Retention FSP % Performance FSP %  
CEO 25 75  
CFO 25 75  
MDs 25 75  
Company secretary 50 50  
  Performance measurement     Appropriately stretched performance conditions are set by the remuneration committee each time an award is made, measured over a three-year performance period. Please refer to part 3 for the performance conditions and measurement used during 2017.

  Vesting periods    

Awards of forfeitable shares (performance awards) vest after three years and are subject to both continued employment from the date of award and the achievement of performance measures mentioned above. Retention awards awarded under the FSP are subject to continued employment measured over a three-year period.

SAR awards vest in year three to the extent that performance conditions have been satisfied, but will lapse if not exercised by the sixth anniversary of the award date. SARs are also subject to continued employment from the date of award until exercised.

  Dilution    

LTIs are not dilutive to shareholders as they can only be settled by purchasing shares in the market.

  Changes for 2018    

No SARS allocations will be made in the 2018 financial year.


Employee operational improvements

PPC has adopted a new employee evaluation grading system, namely the Paterson Classic evaluation system. The Paterson system is very flexible in terms of the number of grades and is the most widely used system in southern Africa, which supports PPC’s footprint as an emerging multinational in Africa.

BEE schemes

South African employees participated in a BBBEE scheme in 2008 and a second scheme in 2012. Certain directors and prescribed officers also participated in these schemes as detailed on page 101.

Employment contracts – executive directors

The remuneration committee, subject to circumstances, will maintain the following policy for executive directors’ employment contracts:

  • All agreements should contain a restraint of trade clause
  • Contracts should not commit the company to pay on termination arising from the director’s failure to perform agreed duties
  • Employment contracts should not contain balloon payments
  • If a director is dismissed because of a disciplinary procedure, a shorter notice period should apply without entitlement for compensation for the shorter period
  • Contracts should not compensate directors for severance because of change of control. The CEO is an exception, he has a five-year contract effective 12 January 2015 and an optional six-month compensation clause if he decides to resign post any change in control

Appointment of non-executive directors

Non-executive directors appointed during the year are subject to election by shareholders at the first shareholders’ meeting following their appointment. These directors are also required to retire, according to the board rotation plan.

Non-executive director fees

The CEO recommends board fees to the remuneration committee for approval by the board. The recommendation is made after obtaining input from independent advisers on benchmark studies based on the same comparator group used for executive directors’ remuneration. PPC pays its non-executive directors a retainer fee (included in the fee is the attendance at all scheduled meetings) together with an attendance fee for special meetings in excess of the scheduled number of meetings. The lead independent director fee is included in his board fee but he will be paid additional fees for his committee memberships and chairmanships.

Non-binding advisory vote on part 2

The remuneration policy will be subject to a non-binding advisory vote at the annual general meeting to be held on 28 August 2017. The policy is reviewed annually and the opinions of shareholder are an important consideration during these reviews.

PART 3: IMPLEMENTATION OF POLICIES FOR THE REVIEW PERIOD

Summary of remuneration activities/decisions

The main issues considered and approved by the remuneration committee for the 12 months ended 31 March 2017 were:

  • Approve the committee work plan for 2017
  • Review the remuneration policy and approve the remuneration report
  • Review of shareholder feedback post-annual general meeting
  • Approval of TGP increases for senior management
  • Approval of STI targets for executive directors, prescribed officers and all other staff
  • Approval of STI outcomes for 2017
  • Approval of LTIs awarded during 2017
  • Review of fees payable to non-executive directors

2017 total guaranteed pay (TGP) adjustments

As mentioned in this report, annual salary increases are effected in October each year taking account of market benchmark movements and company affordability. A range of increases from 6% to 7% was granted with the lowest increase being 5% and the highest being 12%. Prescribed officers received increases ranging from 4% to 6%.

2017 STI outcomes

Due to the subdued financial performance of the company, no STIs were awarded to the CEO and the CFO. STIs for the remainder of the prescribed officers were calculated using a combination of company and personal performance. Due to affordability considerations, the company performance score was calibrated downwards from 36% to 25%. The STIs awarded to the prescribed officers listed below is a factor of the prescribed officers’ TGP, maximum STI percentage, company performance and their personal performance.

STI outcomes
Name Actual
values
R000
  % of
annual
TGP
 
DJ Castle 0    
MMT Ramano 0    
JT Claassen 728   20,63  
NL Lekula 654   20,63  
JHDLR Snyman 396   16,88  
STI scorecard
Performance measure Weighting Achievement DJ Castle MMT Ramano Prescribed
officers1
 
Financial performance targets:            
EBITDA 30% 62% 19% 19% 19%  
Normalised HEPS 20% 0 0 0 0  
Cash conversion ratio 20% 0 0 0 0  
Non-financial performance targets:            
Transformation (BEE level) 10% 150% 15% 15% 15%  
Sustainability: emissions 10% 20% 2% 2% 2%  
Safety (LTIFR) 10% 0 0 0 0  
Company performance score     36% 36% 36%  
      x x x  
Board discretionary factor2     0% 0% 70%3  
      0% 0% 25%  
      x x x  
Maximum STI opportunity     140% 120% 110%  
      x x x  
Performance score     75% 70% 75%  
      x x x  
Annual TGP (R000)     6 103 4 661 3 016  
STI (R000)     0 0 622  
1 Prescribed officers shown as an average. Personal performance scores averaged 75%.
2 Board calibration on company score downwards from 36% to 25% based on affordability.
3 Board discretionary factor calculated as 70% x 36% = 25%.
2017 LTIs awarded

The following LTIs were awarded to executive directors and prescribed officers during the year:

Name Expected value
at grant date
as percentage
of TGP
%
  Number
of SARs
  Number of
performance
FSPs
  Number of
retention FSPs
 
DJ Castle 85   1 166 195   206 400   123 900  
MMT Ramano 70   712 524   126 100   75 700  
JT Claassen 50   314 773   55 700   33 400  
NL Lekula 50   277 494   49 100   29 500  
JHDLR Snyman 35   0   74 500   44 700  

The above allocations are inclusive of adjustments as a result of the rights offer.

The following performance conditions were imposed for SAR and FSP performance awards granted during 2017:

During the year the committee reviewed the performance conditions and a combination of absolute and relative total shareholder return will be used. The committee believes that the combined use of absolute and relative measures will align the interests of management with shareholders.

  Weighting   Threshold   Stretch  
Absolute total shareholder return (TSR) 60%   Cost of equity   Cost of equity +6%  
Relative TSR against INDI 25 40%   Median ranking   Upper quartile ranking  

The following vesting profiles will apply:

  Below
threshold
  Threshold
performance
  Stretch
performance
 
FSP 0%   30%   100%  
SAR 0%   100%    

Linear vesting will occur between the threshold and stretch performance for the FSP. SARs cannot vest in excess of 100%.

To mitigate market volatility in determining the applicable values at the onset and at vesting, a 20-day smoothing period will be applied, using the TSR daily index for the 20 trading days up to and including the start date of the performance period and the average TSR daily index for the 20 trading days up to and including the end date of the performance period. For the award during the financial year (theoretical ex-rights price) of R5,85 will be used as the starting share price.

Rights offer trades followed and exercised in respect of FSPs by executive directors and prescribed officers in the year
Name Total
rights due
  Total
rights sold
  Total rights
followed
(shares
acquired)
 
DJ Castle 729 015   104 015   625 000  
MMT Ramano 620 091   212 919   407 172  
JT Claassen 268 674   268 674   0  
NL Lekula 231 065   73 081   157 984  
JHDLR Snyman 266 489   202 533   63 956  
LTIs of directors and prescribed officers
Award date Number
allocated in
prior years
Number
allocated in
current year
Number
adjusted for
the effect of
the rights
offer
Number
exercised/
vested in
current year
Number
forfeited in
current year
Closing
number
Grant
price
(R)*
Price on
exercise
date/
vesting price
(R)
Exercise/
vesting
gain
(R000)
 
Executive directors                    
DJ Castle                    
Share appreciation rights                    
2015/05/29 2 333 652 2 333 652 9,84      
2016/08/30 775 800 390 395 1 166 195 5,85      
  2 333 652 775 800 390 395 3 499 847        
Forfeitable shares – with performance conditions                    
2016/08/30 206 400      
  206 400      
Forfeitable shares – no performance conditions                    
2015/05/29 125 150 125 150      
2016/08/30 123 900 123 900      
  125 150 123 900 249 050        
Total                  
MMT Ramano                    
Share appreciation rights                    
2013/09/30 cash-settled 170 000 85 545 255 545 5,54 1 416  
2015/05/29 581 300 581 300 9,84      
2016/08/30 474 000 238 524 712 524 5,85      
  751 300 474 000 324 069 255 545 1 293 824        
Forfeitable shares – with performance conditions                    
2014/02/18** 128 700 128 700      
2016/08/30 126 100 126 100      
  128 700 126 100 254 800        
Forfeitable shares – no performance conditions                    
2015/05/29 56 900 56 900      
2016/08/30 75 700 75 700      
  56 900 75 700 132 600        
Total                 1 416  
Prescribed officers                    
JT Claassen                    
Share appreciation rights                    
2007/08/08 cash-settled 40 000 40 000 26,95      
2008/09/17 cash-settled 24 000 24 000 18,97      
2009/09/25 cash-settled 26 000 26 000 21,30      
2015/05/29 148 800 148 800 9,84      
2016/08/30 209 400 105 373 314 773 5,85      
  238 800 209 400 105 373 553 573        
Forfeitable shares – with performance conditions                    
2014/02/18** 21 500 21 500      
2016/08/30 55 700 55 700      
  21 500 55 700 77 200        
Forfeitable shares – no performance conditions                    
2014/02/18*** 33 353 33 353      
2015/05/29 23 900 23 900      
2016/08/30 33 400 33 400      
  57 253 33 400 90 653        
Total                  
NL Lekula                    
Share appreciation rights                    
2007/08/08 cash-settled 38 000 38 000 26,95      
2008/09/17 cash-settled 30 000 30 000 18,97      
2009/09/25 cash-settled 24 000 24 000 21,30      
2015/05/29 126 200 126 200 9,84      
2016/08/30 184 600 92 894 277 494 5,85      
  218 200 184 600 92 894 495 694        
Forfeitable shares – with performance conditions                    
2014/02/18** 18 300 18 300      
2016/08/30 49 100 49 100      
  18 300 49 100 67 400        
Forfeitable shares – no performance conditions                    
2014/02/18*** 11 000 11 000      
2015/05/29 20 300 20 300      
2016/08/30 29 500 29 500      
  31 300 29 500 60 800        
Total                  
JHDLR Snyman                    
Share appreciation rights                    
2007/08/08 cash-settled 25 000 25 000 26,95      
2008/09/17 cash-settled 27 000 27 000 18,97      
2009/09/25 cash-settled 23 000 23 000 21,30      
2015/05/29 114 400 114 400 9,84      
  189 400 189 400        
Forfeitable shares – with performance conditions                    
2014/02/18** 15 100 15 100      
2016/08/30 74 500 74 500      
  15 100 74 500 89 600        
Forfeitable shares – no performance conditions                    
2014/02/18*** 9 000 9 000      
2015/05/29 18 400 18 400      
2016/08/30 44 700      
  27 400 44 700 27 400        
Total                  
SG Helepi (resigned 14 February 2013)                    
Share appreciation rights                    
2007/08/08 cash-settled 18 000 18 000 26,95      
  18 000 18 000        
Total                  
All instruments are equity-settled unless otherwise indicated.
* Grant prices revised for the effect of the rights offer.
** Instruments will be forfeited when the closed period arising from the cautionary announcement ends as the performance conditions have not been achieved.
*** Instruments will vest when the closed period arising from the cautionary announcement ends.
Vesting of 2014 FSPs

The performance awards granted under the FSP will not vest due to the non-fulfilment of the performance conditions. The vesting period of the 2014 FSP retention awards expired during the 2017 reporting period but these shares have not vested and not been released to participants due to the company currently being under cautionary following the announcement of a potential merger with AfriSam.

Actual (R000)*

Actual(R000)
* Actual represents remuneration for the past 12 months whereas the policy remuneration scenario graphs in part 2 reflect potential outcomes.
** LTI for CFO includes vested value of restricted share units (RSUs). For other prescribed officers, this includes the year-end value of retention FSPs (these have not yet been released due to the closed period).
*** Average TGP, including once-off benefits.
Total remuneration outcomes

Remuneration paid to executive directors and prescribed officers for the 12 months ended 31 March 2017

R000 Salary TGP, retirement
and medical
contributions
Car
allowance
STI LTI3 Other Total  
Executive directors                
DJ Castle 5 230 700 84 5 938  
MMT Ramano 3 473 817 240 1 4211 5 951  
Prescribed officers                
JT Claassen 2 633 497 300 728 84 4 251  
NL Lekula 2 693 359 654 2192 3 997  
JHDLR Snyman 1 925 244 117 396 64 2 747  
  15 954 2 617 657 1 778 1 662 22 884  
1 Includes R1 415 719 in respect of vesting of restricted share units granted in 2013.
2 Relocation allowance paid in April 2016.
3 The vesting period of the 2014 FSP retention awards expired during the 2017 financial year but vesting has not occurred due to the company currently being under cautionary following the announcement of a potential merger of AfriSam with PPC. A five-day VWAP at year-end was used to estimate the benefit.
4 Represents sundry expenses relating to medical gap cover and executive holiday accommodation.

Remuneration paid to executive directors and prescribed officers for the six-month period ended 31 March 2016

R000 Salary TGP, retirement
and medical
contributions
Car
allowance
STI3 LTI2
realised
Other4 Total  
Executive directors                
DJ Castle 2 546 305 8 2 859  
MMT Ramano 1 605 475 98 4 2 182  
Prescribed officers5                
JT Claassen 1 275 240 150 143 5 1 813  
NL Lekula1 863 115 140 1 1 119  
KPP Meijer6 388 116 39 4 353 4 896  
JHDLR Snyman 936 118 59 116 1 1 230  
  7 613 1 369 346 0 399 4 372 14 099  
1 Appointed November 2015.
2 LTI realised refers to FSP retention shares that vested in February 2016.
3 No STI paid in the period.
4 Other represents sundry expenses relating to medical gap cover, executive holiday accommodation expenses, etc.
5 Following committee deliberation, prescribed officers reduced to core decision-makers only in line with the Companies Act.
6 Resigned effective December 2015. Other comprises negotiated mutual separation package made up as follows: annual leave pay – R127 000, negotiated separation package – R2,6 million, notice pay – R813 000, balance of restraint of trade – R813 000.
Increase in non-executive directors’ fees

The board did not propose any increase but an inflationary adjustment will be proposed to shareholders at the next AGM.

Total emoluments to non-executive directors for the 12-month period ended 31 March 2017

Non-executive directors’ fees are as approved at the previous AGM and valid until the next AGM on 28 August 2017.

      Committees  
R000 Board
fees
Chairman
fees
Nominations Audit Risk and
compliance
Remuneration Social,
ethics and
transfor-
mation
Investment Special
meetings3
Total  
S Dakile-Hlongwane 253 83 230 566  
N Gobodo1 68 32 100  
N Goldin 253 64 95 139 316 867  
TJ Leaf-Wright 253 95 83 139 424 994  
T Mboweni 236 100 169 81 686  
SK Mhlarhi 253 95 119 301 768  
B Modise2 135 112 145 278 670  
T Moyo 253 100 168 153 404 1 078  
C Naude 253 95 95 281 420 1 144  
PG Nelson 1 291 179 95 543 2 108  
TDA Ross 329 286 95 139 428 1 287  
  2 286 1 291 379 662 430 533 335 817 3 535 10 268  
1 Appointed 8 February 2017.
2 Resigned effective 31 October 2016.
3 Number of special meetings was impacted by rights issue.

Total emoluments to non-executive directors for the six-month period ended 31 March 2016

      Committees
R000 Board
fees
Chairman
fees
Nominations Audit Risk and
compliance
Remuneration Social,
ethics and
transfor-
mation
Investment Special
meetings
Total  
S Dakile-Hlongwane1 51 40 91  
N Goldin 137 73 31 40 281  
ZJ Kganyago2 82 82  
TJ Leaf-Wright 137 38 45 31 79 330  
MP Malungani3 104 45 62 211  
T Mboweni 137 98 77 140 452  
SK Mhlarhi 137 92 31 59 319  
B Modise 137 87 77 80 381  
T Moyo 137 89 87 60 373  
CH Naude 137 38 92 119 386  
PG Nelson 137 87 187 238 649  
TDA Ross 179 174 38 43 196 630  
BL Sibiya4 431 187 53 31 40 742  
  1 544 431 382 435 191 497 167 229 1 091 4 927  
1 Appointed January 2016.
2 Alternate to BL Sibiya, resigned January 2016.
3 Resigned January 2016.
4 Resigned January 2016.
Interests of executive directors and prescribed officers in share capital

The aggregate direct beneficial holdings of directors and their immediate families (none of whom holds over 1%) in the issued ordinary shares of the company are detailed below. There are no indirect holdings by directors and their immediate families. The shareholdings are as follows:

Name Number of shares
as at 31 March 2017
 
Directors    
DJ Castle 625 000  
MMT Ramano 433 749  
Prescribed officers    
NL Lekula 149 605  
JHDLR Snyman  

Name Number of shares
as at 31 March 2016
 
DJ Castle  
MMT Ramano 134 143  
NL Lekula  
JHDLR Snyman 24 100  
Interests of directors and prescribed officers in BBBEE schemes

In 2008, in terms of the company’s first BBBEE transaction, certain executive directors and prescribed officers were granted participation rights in the loan-funded Black Managers Trust which owns shares that are subject to vesting conditions and a lock-in period restricting transferability which expired on 15 December 2016. No value was passed onto beneficiaries at this date as the structure was underwater at the vesting date as a result the number of shares remain unchanged.

In the 2013 financial year, after implementation of the company’s second BBBEE transaction, executive directors and prescribed officers were included among South African employees granted participation rights in a notional loan-funded trust owning shares that are subject to vesting conditions and a lock-in period restricting transferability which expires in September 2019.

Participation rights BEE 1   BEE 2  
Executive directors        
MMT Ramano 335 249   372 737  
Prescribed officers1        
JT Claassen   22 501  
NL Lekula 109 531   220 634  
JHDLR Snyman   18 167  
1 Following committee deliberations, prescribed officers were reduced to the company secretary and core decision-makers only in line with the Companies Act.
Non-binding advisory vote on part 3

The implementation report will be subject to a non-binding, advisory vote at the annual general meeting to be held on 28 August 2017.