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Integrated Report 2020
Currently viewing: Remuneration report / Next: Shareholder analysis
Our approach to remuneration is consistent with, and supports, our strategic value drivers and purpose and is underpinned by the establishment of equitable market-related pay practices. Rewarding our people has a direct impact on operational expenditure, performance, strategic delivery and execution, organisational culture, transformation, employee behaviour and ultimately the sustainability of the group.
The remuneration committee (the committee) is chaired by RJA Sparks, who is an independent non-executive director.
The committee advises and guides the board on:
At year-end, the members of the committee were RJA Sparks, the committee chairman, P Langeni and GW Dempster. The group CEO and CFO attend committee meetings by invitation and assist the committee in its deliberations, except where items relating to their own remuneration and performance are discussed. No director is able to decide his or her own remuneration.
| Member | Regular meetings |
|
| RJA Sparks (Chairman) | 4/4 | |
| GW Dempster1 | 2/2 | |
| P Langeni | 4/4 | |
| T Skweyiya2 | 2/2 |
| 1 | Appointed on 1 January 2020. |
| 2 | Resigned on 31 December 2019. |
A special committee meeting was held after year-end in July and was attended by all current members.
During the past year, two significant events have shaped the work of the committee:
The committee has conducted a detailed review of the group's remuneration policy and implementation ahead of the 2020 AGM. This process emphasised the importance of fair and transparent remuneration policies and practices based on achieving clear performance goals, and is consistent with long-term strategic decision making that drives sustainable value creation.
In addition, the committee has planned a roadshow to engage with relevant stakeholders who did not vote in favour of the remuneration implementation. Due to the restrictions on movement during the lockdown, this has been postponed to September. In the interim, telephonic engagements were held with stakeholders, which echoed the matters raised at the AGM. Details are included on Our governance.
The group undertakes regular benchmarking of the remuneration packages of the executive directors and senior staff members with the assistance of PricewaterhouseCoopers (PwC).
During the year, the committee further considered and approved:
In keeping with King IV recommendations, the group's remuneration policy and remuneration implementation policy will be tabled for shareholder approval by separate non-binding advisory votes at the AGM on 9 November 2020.
Should 25% or more of the voting rights exercised at the AGM vote against the remuneration policy and/or the implementation thereof, the board will in good faith start:
It is our aim to ensure that our governance and disclosure relating to executive remuneration is transparent and that we do not compromise on performance criteria when external factors beyond our control stifle or enhance performance. Throughout the group, we aim to compensate individuals fairly for a specific role, with due regard to their performance and skills.
Following the work performed by the committee during the prior year, we believe that Imperial's core remuneration policy is appropriate and better aligned with the interests of shareholders and current best practice, including enhanced remuneration disclosures. We are of the view that the policy now represents a healthy balance between the interests of shareholders and the company on one hand, and the executives on the other, and supports long-term, strategically aligned sustainable value creation in the group. We value the views of shareholders and welcome any comments and suggestions which would assist us in further improving our policies and frameworks in future.
Imperial is committed to attracting, retaining and motivating a skilled and professional workforce that is effectively managed within a performance driven environment, ensuring the long-term sustainability and transformation of the group in alignment with its strategy.
Imperial's reward philosophy provides the foundation for our guiding principles which in turn determine how reward processes operate.
The group's reward philosophy aims to:
The remuneration principles that underpin our remuneration policy are:
The group's employees are key determinants of its success. Employee remuneration, particularly guaranteed pay, is a significant component of the group's total operating costs. The group's remuneration policy seeks to attract and retain quality employees at all levels. Remuneration is structured to be competitive and relevant in the sectors in which the group operates, and divisions review their remuneration policies regularly.
| Remuneration information - continuing operations only | 2020 | 2019 | |||
| Total number of employees | 25 232 | 27 463 | |||
| Total compensation paid to employees (Rm) | 10 517 | 9 749 | |||
| Total compensation as a % of revenue | 23 | 22 |
The compensation of most of our unionised employees is determined collectively or based on sector norms. We strive to maintain positive day-to-day working relationships with our unionised employees, and to balance their right to industrial action with the rights of the group to conduct its activities.
Imperial has various formal frameworks for performance management that link directly to either increases in TGP, or annual STI bonuses. Performance management and assessment sessions take place regularly throughout the group, where company performance, personal achievement of KPIs, and delivery on key strategic imperatives are discussed.
| Cost to company | ||||
|
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| STIs | LTIs | Other benefits | ||
| Divisions pay short-term bonuses aligned to industry best practice and in some cases include a guaranteed bonus. However, in most cases, bonuses depend on individual performance, and the business in which they are employed. Performance criteria are set individually and depend on the requirements of the job. | Only salaried employees at senior management level qualify for LTIs. | Company car (where applicable), travel allowances, pension and provident fund and medical aid (includes both regular and budget options). | ||
| Cost to company | ||||
|
||||
| STIs | LTIs | Other benefits | ||
| Bonuses are determined annually in line with agreements signed with various unions. Where appropriate, individuals are awarded additional bonuses in line with their performance. These bonuses are reviewed and approved by divisional management. | No LTIs. | Pension and provident fund (compulsory), and medical aid (includes both regular and budget options) and some hourly paid employees belong to bargaining council medical aid schemes and pension funds. | ||
Policy
Executives are responsible for leading others and making significant decisions about the short- and long-term operation of the business, its assets, funders and employees. They require specific skills and experience and are held to a higher level of accountability.
Imperial's remuneration policy is formulated to attract and retain high-calibre executives and motivate them to develop and implement the group's strategy to optimise long-term shareholder value. The group's remuneration policy also aims to align the entrepreneurial ethos and long-term interests of senior managers and executives with those of shareholders.
The remuneration policy aims to conform with best practice. It is structured around the following key principles:
Elements of executive remuneration
Executive remuneration comprises the following key elements:
The remuneration committee seeks to ensure that there is an appropriate balance between the fixed and performance-related elements of executive remuneration and therefore between those aspects of their remuneration linked to short-term performance and those linked to longer-term shareholder value creation.
The group's general philosophy for executive remuneration is that the performance-based pay of executive directors and senior managers should form a significant portion of their expected total compensation. There should also be an appropriate balance between rewarding operational performance (through annual incentive bonuses) and rewarding long-term sustainable performance (through long-term and/or share-based incentives).
| 1 | Fixed remuneration |
Fixed remuneration is the TGP before STIs. The fixed remuneration of each executive is based on roles in similar companies, comparable in terms of size, market sector, business complexity and international scope. TGP is benchmarked against the median of the group.
When determining fixed remuneration, factors considered include inflation and salary trends, group and divisional performance, individual performance and changes in responsibilities.
Executive directors are entitled to vehicle benefits, pension or provident fund contributions, medical insurance and death and disability insurance. Providing these benefits is considered market competitive for executive positions and included in fixed remuneration.
| 2 | Annual STI |
All executives are eligible for a performance-related STI. The incentive is non-contractual and not pensionable for all executives except Hakan Bicil (see below). The committee reviews incentives annually and determines the level of each incentive payment based on performance criteria set at the beginning of the performance period.
The F2021 criteria differ depending on the position of each executive and the division in which they operate. Criteria include:
Annual STI
The committee sets the minimum performance targets at which annual STIs become payable and the targets at which the maximum incentive is paid. STIs are capped at maximum levels as a percentage of TGP. The committee has the discretion to make adjustments to payments in exceptional circumstances where application of the formula will result in payments which are not aligned with shareholder expectations or fair remuneration practice.
| Maximum STI as a % of TGP |
|||
| Executive directors | 150% | ||
| Senior management | 50% to 100% | ||
| Other senior staff | 20% to 35% |
| CEO and CFO STI performance measures for F2021 | Weighting | |
| Group year-on-year organic revenue growth* | 10% | |
| Group year-on-year EBIT growth* | 10% | |
| Achievement of budgeted cost savings | 10% | |
| Achievement of group ROIC target (>0% up to 2% over WACC) | 15% | |
| Group year-on-year HEPS growth* | 15% | |
| Strategic execution, including achieving transformation targets | 40% |
| * | The threshold for payment is determined as 80% of the group target for each measure. Payment will be zero if the actual is below 80% and will be pro-rated if it is between 80% and 100%. |
| 3 | Share-based LTI |
Executive participation in LTI schemes is based on criteria such as seniority, performance during the year and retention drivers. Any senior employee with significant managerial or other responsibility, including any director holding salaried employment or office in the group, is eligible to participate in LTI schemes. Non-executive directors may not be awarded rights in any of the incentive schemes.
SAR
Selected participants receive annual grants of SAR, which are conditional rights to receive Imperial shares equal to the difference between the exercise price and the grant price. Vesting of all rights is subject to performance conditions set at the date of award being met and participants remaining employed with the group for the vesting period. The performance conditions and performance period are determined by the board annually in respect of each new grant of rights.
The targets and measures relating to each issue are detailed in a letter of grant. After vesting, the rights may be exercised by a participant within four years after vesting; this was changed to two years in 2018. Upon exercise by a participant, the difference between the exercise price and the grant price is paid by either:
CSP
Employees receive grants of conditional awards and the vesting is subject to performance conditions. The performance conditions for the CSP are based on performance targets set by the board. The conditional awards entitle a participant to be settled in Imperial Logistics shares to the extent performance conditions have been met.
The current performance conditions applicable to annual CSP allocations are as follows:
CSPs are only awarded to the most senior employees and have replaced annual DBP performance awards for allocations from 1 July 2019.
Allocation of SAR and CSP
Allocations of SAR and CSP are made annually based on the following criteria:
The quantum of allocations of SAR and CSP are calculated using a model developed by PwC and is determined using the expected value of an allocation expressed as a percentage of TGP. The percentage allocated is determined based on the level of seniority of the participant, which also determines whether a participant receives both SAR and CSP or only SAR or only CSP.
The expected value of CSP is determined in the financial year of allocation based on a valuation methodology taking into account the average volume weighted average share price (VWAP) of the two days before the date of award, and the estimated achievement of related performance conditions. The expected value of SAR is determined in the financial year of allocation using a valuation methodology based on a valuation methodology taking into account the average VWAP of the two days before the date of award, the life of the instrument, the expected rate of share price growth and the estimated achievement of related performance conditions.
The eventual gains from long-term share-based incentives vary from year to year depending on vesting and exercise patterns, as well as the impact on share price performance and external factors such as market sentiment, interest rates and exchange rates. On award, both the expected value and the face value are disclosed. The face value is based on the VWAP for the two days before the award date.
| Benchmark awards for SAR and CSP | Expected value as % of TGP |
||
| Executive directors and prescribed officers | 100% | ||
| Senior management | 50% to 70% | ||
| Other senior staff | 20% to 35% |
Reduction, forfeiture and clawback of share scheme awards
Share scheme awards are subject to reduction or forfeiture (in whole or in part) if:
Vesting of any awards may be postponed while there is an ongoing investigation or other procedure being carried out to determine whether the forfeiture provisions apply in respect of a participant, or if further investigation is warranted.
Termination of employment
Resignation or dismissal
If a participant's employment terminates due to resignation or dismissal on grounds of misconduct, poor performance or proven dishonest or fraudulent conduct (whether such cessation occurs as a result of notice given by the employee or otherwise or if he/she resigns to avoid dismissal on grounds of misconduct, poor performance or proven dishonest or fraudulent conduct) before the vesting date, all SAR, CSP and DBP awards will lapse, unless the board determines otherwise.
Retrenchment, death, ill health, disability or other reasons for cessation of employment
If a participant ceases to be an employee due to retrenchment, death, ill health, disability or reasons other than resignation or dismissal, a pro rata portion of the unvested SAR and/or unvested CSP and/or DBP to vest on the date of cessation of employment.
The pro rata portion of the SAR, DBP and CSP that vest reflect the number of months served since the date of grant and the extent to which the performance conditions have been satisfied. The balance of the unvested SAR, DBP and CSP will lapse.
Retirement
In the event of retirement at the normal age, SAR, CSP and DBP vest on the dates originally set, subject to fulfilment of performance conditions as if the participant continued to be employed.
Share buy-backs and hedges
The group buys back shares or purchases hedges to limit its exposure to deliver shares in terms of share-based LTI schemes. The group's liability for SAR awards is hedged through a combination of shares purchased and the purchase of call options, after allowing for attrition over the vesting period. DBP and CSP obligations are hedged by the group with shares held in treasury for that purpose.
Minimum shareholding requirement
The group adopted a MSR for executive directors and prescribed officers in line with best practice developing in the market.
Each executive's MSR target is determined using the executive's fixed remuneration. The target must be achieved within five years from 1 July 2019 (or from joining in the case of new appointees), unless otherwise determined by the committee after considering market conditions and related factors. It is not the intention of the scheme to compel executives to incur debt to acquire Imperial shares but rather that executives should retain shares acquired through the share incentive schemes up to the MSR target.
Compliance with the MSR will be measured annually and executives subject to MSR will have to declare the extent of their personal shareholdings in the company at each year-end or as and when directed by the company. The committee will assess compliance with the MSR before making future discretionary LTI awards.
| MSR targets are set as follows | |||
| CEO | 1,75 times fixed remuneration | ||
| CFO | 1,50 times fixed remuneration | ||
| Prescribed officers | 1,00 times fixed remuneration |
| 4 | Other benefits |
Executives participate in contributory retirement schemes which include pension and provident funds established by the group. Executive retirement is governed by their retirement scheme rules, subject to the ability of the company to enter into fixed-term contracts to extend the services of any executive within certain prescribed limits.
The committee reviews and recommends to the board fees payable to non-executive directors. The board in turn makes recommendations to shareholders after considering the fees paid by comparable companies, responsibilities of the non-executive directors and considerations relating to the retention and attraction of high-calibre individuals. PwC provided a benchmark for the current year.
The group has decided to maintain a structure where directors' fees are not split between membership and attendance fees, as the efforts and contribution of non-executive directors goes well beyond their attendance at formal board or sub-committee meetings, and the group has not had significant instances of non-attendance of meetings.
Imperial plays a critical role in the supply of essential services and products in the many countries in which it operates. In response to Covid-19, the group continued to support all our key stakeholders and countries of operation, strongly demonstrating our purpose as a business. These initiatives included a reduction of non-executive directors' fees by 25% for three months from April 2020 to 30 June 2020.
Motus employees who had been awarded rights in Imperial's share schemes prior to the unbundling and separate listing of Motus continue to participate in those schemes. Upon exercise, their SARs will be settled by Motus in Motus shares and their DBP will be settled by Motus in Imperial and Motus shares. A total of nil of such SAR remain unexercised.
A total of 64 360 DBP remain unvested in the Imperial DBP scheme.
A total of 15 748 866 SAR allocated to Imperial employees before and after the unbundling of Motus remain unexercised in terms of the SAR scheme at an average combined price of R88,29 per SAR. A total of 314 395 DBP allocated to Imperial employees before and after the unbundling of Motus remain unvested. A total of 5 052 257 CSP remain unvested.
The SAR allocated since F2016 lapse two years after vesting. The core earnings per share (EPS) performance measure was replaced by HEPS from the F2017 allocation.
The group will be making annual F2020 allocations of SAR and CSP during September 2020 according to the allocation benchmarks in the remuneration policy.
The current performance conditions set for the F2020 allocations of SAR and CSP are the achievement of the following targets set
by the committee:
| Performance condition | Percentage of award subject to condition |
||
| Growth in HEPS relative to the growth in HEPS of a peer group of sixteen JSE-listed companies | 50% | ||
| ROIC exceeding WACC by 3% over the performance period | 50% |
| Current peer group | Industry/sector | ||
| AVI Limited | Consumer goods | ||
| Barloworld Limited | Industrials | ||
| Bidvest Limited | Industrials | ||
| Clicks Group Limited | Consumer services | ||
| Grindrod Limited | Industrials | ||
| KAP Industrial Holdings Limited | Industrials | ||
| Massmart Holdings Limited | Consumer services | ||
| Mr Price Group Limited | Consumer services | ||
| Pick n Pay Stores Limited | Consumer services | ||
| RCL Foods Limited | Consumer goods | ||
| Pepkor Limited (formerly Steinhoff African Retail Limited) | Consumer services | ||
| Super Group Limited | Industrials | ||
| The Spar Group Limited | Consumer services | ||
| Tiger Brands Limited | Consumer goods | ||
| Truworths International Limited | Consumer services | ||
| Woolworths Holdings Limited | Consumer services |
The extent to which each performance condition has been met is determined on the vesting date as follows:
| HEPS growth over the performance period | % vest | ||
| If the HEPS growth of the company is: | |||
| – below the lower quartile of the peer group | 0% of SAR vest | ||
| – below the 50th percentile of the peer group | 0% of CSP vest | ||
| If the HEPS of the company is: | |||
| – equal to the lower quartile of the peer group | 30% of SAR vest | ||
| – equal to the 50th percentile of the peer group | 30% of CSP vest | ||
| – equal to or above the upper quartile of the peer group | 100% of SAR and CSP vest |
Linear vesting occurs between 30% and 100%, depending on the company's performance relative to the peer group. Executive directors receive CSP only, which start to vest at the 50th percentile.
| ROIC | % vest | ||
| If the average ROIC for the company over the performance period is: | |||
| – less than 1% more than the average WACC over the performance period | 0% of SAR or CSP vest | ||
| – equal to WACC plus 1% over the performance period | 30% of SAR or CSP vest | ||
| – equal to or above the WACC plus 3% target | 100% of SAR or CSP vest |
Linear vesting occurs between 30% and 100%, depending on the company's performance if ROIC is between WACC + 1% and WACC + 3%.The target of ROIC minus WACC has been adjusted upwards by 1% to take account of the increase in ROIC versus WACC following the impairment of goodwill in the F2019 year.
The minimum EPS/HEPS and ROIC target threshold level takes into account the important objective of incentivising key employees during times when business conditions are challenging.
Exceptional CSP allocations
As previously disclosed, on the unbundling and separate listing of Motus, the group made exceptional CSP allocations to certain members of management who were viewed as essential to the continued success of Imperial in the future. The CSP is subject to the performance criteria as set out below. The awards were considered exceptional but warranted in the circumstances to serve both as a retention tool and an incentive aligned to the interests of shareholders. The awards were detailed in a SENS announcement published on 5 December 2018 and in the 2019 integrated annual report.
The cumulative performance conditions applicable to the exceptional CSP award are set out below:
| Condition | Target | Weighting | ||
| HEPS | Compared to peer group with 30% vesting if performance is above the lower quartile and 100% vesting if performance is in the upper quartile of the peer group. | 35% | ||
| ROIC | 2% over WACC. | 20% | ||
| – 0% vests if performance is below target. | ||||
| Operating profit growth | Inflation plus twice GDP growth in primary territories, >10% growth in African Regions, weighted for the operating profit contribution of each territory. | 20% | ||
| – 0% vests if performance is below target. | ||||
| Succession planning | Must be in place at each vesting date. The board must approve the adequacy of succession. | 15% | ||
| Discretionary | To assess non-quantifiable performance over the vesting period. | 10% |
At the AGM to be held on 9 November 2020, shareholders will be requested to approve the non-executive directors' remuneration by special resolution in terms of section 66(9) of the Companies Act, granting authority to pay fees for services as directors, which will be valid with effect from 1 July 2021 until the date of the next AGM.
Shareholders approved the fees for the year from 1 July 2020 to 30 June 2021 at the AGM of 30 October 2019 and no change is proposed to those fees. No increase is proposed in respect of fees for the period from 1 July 2021 to the date of the next AGM, due to the uncertainties created by Covid-19. At the 2021 AGM, increases in fees effective 1 July 2021 will be tabled for shareholder approval.
In light of the increasing expansion of the group outside of South Africa and the resultant appointment of directors who are not South African, fees for foreign directors who are not South African and are based outside of South Africa are proposed in Euro, appropriate for directors based in Europe, to ensure our competitiveness when considering the appointment of foreign directors with international expertise.
| Fees from 1 July 2020 to 30 June 2021 |
Fees from 1 July 2021 to 30 June 2022 |
Euro fee from 1 July 2021 to 30 June 2022 |
||
| Chairman* | R1 100 000 | R1 100 000 | ||
| Deputy chairman and lead independent director* | R552 000 | R552 000 | ||
| Board member | R316 000 | R316 000 | €86 500 | |
| Assets and liabilities committee chairman* | R202 000 | R202 000 | ||
| Assets and liabilities committee member | R135 000 | R135 000 | €36 500 | |
| Audit and risk committee chairman* | R417 000 | R417 000 | ||
| Audit and risk committee member | R208 000 | R208 000 | ||
| Divisional board chairman* | R195 000 | R195 000 | ||
| Divisional board member | R130 000 | R130 000 | ||
| Divisional finance and risk committee chairman* | R156 000 | R156 000 | ||
| Divisional finance and risk committee member | R104 000 | R104 000 | ||
| Remuneration committee chairman* | R151 000 | R151 000 | ||
| Remuneration committee member | R100 000 | R100 000 | ||
| Nomination committee chairman* | R151 000 | R151 000 | ||
| Nomination committee member | R100 000 | R100 000 | ||
| Social, ethics and sustainability committee chairman* | R202 000 | R202 000 | ||
| Social, ethics and sustainability committee member | R135 000 | R135 000 |
| * | Fee paid in addition to a member's fee. |
In determining the proposed fees, cognisance was taken of market trends and the additional responsibilities of non-executive directors in terms of increased legal and governance requirements.
Executive directors receive no director or committee fees for their services as directors in addition to their normal remuneration as employees.
The table below provides an analysis of the emoluments paid to non-executive directors for the year ended 30 June 2020.
| Directors' fees R000 |
Subsidiary and sub-committee fees R000 |
2020 Total R000 |
2019 Total R000 |
||||||
| Non-executive directors | |||||||||
| P Cooper | 325 | 608 | 933 | 916 | |||||
| GW Dempster | 892 | 743 | 1 635 | 1 299 | |||||
| SP Kana1 | 878 | ||||||||
| P Langeni | 1 459 | 642 | 2 101 | 1 948 | |||||
| MV Moosa1 | 329 | ||||||||
| NB Radebe3 | 232 | 222 | 454 | ||||||
| D Reich3 | 1 850 | 1 850 | |||||||
| ST Skweyiya2 | 173 | 351 | 524 | 981 | |||||
| RJA Sparks | 325 | 1 024 | 1 349 | 2 047 | |||||
| A Tugendhaft1 | 777 | ||||||||
| Total | 5 256 | 3 590 | 8 846 | 9 175 |
| 1 | Resigned at the 2018 AGM. |
| 2 | Retired from the board on 31 December 2019. |
| 3 | Appointed 1 September 2019. |
The group remunerated its executive directors during the year as further explained below.
| M (MOHAMMED) AKOOJEE - GROUP CEO 2020 remuneration (R000) |
|||||||||
| Basic salary |
Retirement and medical contributions |
Other benefits |
STI | Total cash remuneration |
Gains on exercise of LTI awards |
2020 Total taxable remuneration |
2019 Total taxable remuneration |
||
| 9 705 | 518 | 120 | 7 116 | 17 459 | 1 982 | 19 441 | 23 725 | ||
Mohammed received total fixed compensation and benefits during the year of R10 343 121 (2019: R9 540 000). Mohammed's total guaranteed package is R10 700 000 and he took a 25% reduction in his salary from April until the end of June 2020 in response to the impact of Covid-19. His remuneration was externally benchmarked against companies with a similar size, complexity and geographic spread.
Mohammed received an incentive bonus of R7 115 500 (2019: R5 100 000), based on performance measures applicable to the group CEO.
| 2020 measures | Weighting | Performance against target | ||
| Group HEPS growth – above 6% | 30% | 0% | ||
| Group achievement of ROIC – from 3% over WACC | 30% | 0% | ||
| Operating profit growth – above 6% | 20% | 0% | ||
| Strategy execution | 50% | 50% | ||
| Transformation | 10% | 8% | ||
| Discretionary | 10% | 8,5% | ||
| Maximum as percentage of fixed compensation | 150% | 66,5% |
In determining the strategy execution and discretionary portion of his STI, the committee considered Mohammed's performance in navigating the group through the challenges posed by Covid-19; the significant strategic review undertaken and significant progress recorded; decisions taken to strategically position the group's sustainable value creation and the decisive actions taken over the last 12 to 18 months to transform the business to deliver this into the future; as well as key black and female management appointments made and progress in integrating ESG into strategy and business practices.
Mohammed received an annual 2020 allocation of 540 319 Imperial CSP in line with LTI award benchmarks for executive directors with an expected value of R11 235 000 on allocation.
The CSP is subject to performance criteria set out below and will vest in September 2023.
| CSP performance condition | Weighting | |
| HEPS versus peer group between 50th percentile and upper quartile | 50% | |
| ROIC between 1% and 3% in excess over WACC | 50% |
| JG (GEORGE) DE BEER - GROUP CFO 2020 remuneration (R000) |
|||||||||
| Basic salary |
Retirement and medical contributions |
Other benefits |
STI | Total cash remuneration |
Gains on exercise of LTI awards |
2020 Total taxable remuneration |
2019 Total taxable remuneration |
||
| 4 988 | 531 | 178 | 3 654 | 9 351 | – | 9 351 | 8 830 | ||
George received fixed compensation and benefits of R5 696 891 (2019: R5 080 000) for the year. George took a 25% reduction in his salary from April until the end of June 2020 in response to the impact of Covid-19. His remuneration was externally benchmarked against companies with a similar size, complexity and geographic spread.
George received an incentive bonus of R3 654 000 (2019: R1 750 000), based on performance measures applicable to the group CFO.
| 2020 measures | Weighting | Performance against target | ||
| Group HEPS growth - above 6% | 30% | 0% | ||
| Group achievement of ROIC - from 1% over WACC | 30% | 0% | ||
| Operating profit growth - above 6% | 20% | 0% | ||
| Strategy execution | 50% | 50% | ||
| Transformation | 10% | 8% | ||
| Discretionary | 10% | 5% | ||
| Maximum as percentage of fixed compensation | 150% | 63% |
In determining the strategy execution and discretionary portion of his STI, the committee considered George's performance in effectively managing the operational cash flow, liquidity and costs in response to the unanticipated economic challenges posed by Covid-19; the tough business decisions made, including removing significant fixed overhead costs; the successful closure of the CPG business in South Africa and delivering on the strategic acquisitions and disposals undertaken to support the group's strategic ambitions for future growth.
George received an annual 2020 allocation of 292 883 Imperial CSP in line with LTI award benchmarks for executive directors with an expected value of R6 090 000 on allocation.
The CSP is subject to performance criteria set out below and will vest in September 2023.
| CSP performance condition | Weighting | |
| HEPS versus peer group between 50th percentile and upper quartile | 50% | |
| ROIC between 1% and 3% in excess over WACC | 50% |
Prescribed officers are persons, not being directors, who either alone or with others exercise executive control and management of the whole or a significant portion of the business of the company.
| J (JOHAN) TRUTER - CEO: MARKET ACCESS (PREVIOUSLY CEO: AFRICAN REGIONS) 2020 remuneration (R000) |
|||||||||
| Basic salary |
Retirement and medical contributions |
Other benefits |
STI | Total cash remuneration |
Gains on exercise of LTI awards |
2020 Total taxable remuneration |
2019 Total taxable remuneration |
||
| 3 654 | 585 | 314 | 2 115 | 6 668 | – | 6 668 | 4 900 | ||
Johan's fixed compensation and benefits for 2020 were R4 553 138 (2019: R3 500 000) for the year. Johan took a 25% reduction in his salary from April until the end of June 2020 in response to the impact of Covid-19. His remuneration was externally benchmarked against companies with a similar size, complexity and geographic spread.
Johan received an STI of R2 115 000 (2019: R1 400 000).
| 2020 measures | Weighting | Performance against target | ||
| Group HEPS growth - 6% and above | 10% | 0% | ||
| Group achievement of ROIC - from 3% over WACC | 10% | 0% | ||
| Succession and talent management | 10% | 5% | ||
| Divisional operating profit growth - 10% and above | 15% | 0% | ||
| Divisional ROIC - in excess of 3% over WACC | 15% | 0% | ||
| Strategy execution | 30% | 30% | ||
| Discretionary | 10% | 10% | ||
| Maximum as percentage of fixed compensation | 100% | 45% |
In determining the strategy execution and discretionary portion of his STI, the committee considered Johan's performance in delivering a resilient divisional performance despite the negative impact of Covid-19 on trading; significant contract gains and the integration of new acquisitions that delivered strategic geographic and category expansion, as well as the development and implementation of an organisational structure to deliver the Market Access strategy, supported by key management appointments.
Johan received an annual 2020 allocation of 259 940 Imperial CSP in line with LTI award benchmarks for prescribed officers with an expected value of R5 405 000 on allocation.
The CSP is subject to performance criteria set out below and will vest in September 2022.
| CSP performance condition | Weighting | |
| HEPS versus peer group between 50th percentile and upper quartile | 50% | |
| ROIC between 1% and 3% in excess over WACC | 50% |
| H (HAKAN) BICIL - CEO: LOGISTICS INTERNATIONAL 2020 remuneration (CHF000) |
|||||||||
| Basic salary |
Retirement and medical contributions |
Other benefits |
STI | Total cash remuneration |
Gains on exercise of LTI awards |
2020 Total taxable remuneration |
2019 Total taxable remuneration |
||
| 522 | 65 | 11 | 156 | 754 | – | 754 | 955 | ||
Hakan received fixed compensation and benefits of CHF597 463 (2019: CHF521 225 for the 10 months of his employment). Hakan took a 25% reduction in his salary from April until the end of June 2020 in response to the impact of Covid-19. The remuneration for this position was externally benchmarked against similar positions in Europe, where he is based.
Hakan received a guaranteed STI of CHF156 368 (2019: CHF434 350) and he is entitled to a guaranteed minimum STI of 30% of his basic salary with the remainder of his STI linked to performance conditions which were otherwise not met.
Hakan received an annual 2020 allocation of 384 127 Imperial CSP in line with LTI award benchmarks for prescribed officers with an expected value of R7 987 252 on allocation.
The CSP is subject to performance criteria set out below and will vest in September 2023.
| CSP performance condition | Weighting | |
| HEPS versus peer group between 50th percentile and upper quartile | 50% | |
| ROIC between 1% and 3% in excess over WACC | 50% |
| E(EDWIN) HEWITT - CEO: LOGISTICS AFRICA (PREVIOUSLY CEO: SOUTH AFRICA) 2020 remuneration (R000) |
|||||||
| Basic salary |
Retirement and medical contributions |
Other benefits |
STI | Total cash remuneration |
Gains on exercise of LTI awards |
2020 Total taxable remuneration |
|
| 1 478 | 130 | 40 | – | 1 648 | – | 1 648 | |
Edwin joined the group as CEO: South Africa in March 2020. He received total fixed compensation and benefits during the period since he joined the group of R1 648 022. Edwin took a 25% reduction in his salary from April until the end of June 2020 in response to the impact of Covid-19.
Edwin received a STI of Rnil, as it was agreed upon joining that there would be no STI payment for F2020.
Edwin received an annual 2020 allocation of 277 734 Imperial CSP in line with LTI award benchmarks for prescribed officers with an expected value of R5 775 000 on allocation.
The CSP are subject to performance criteria set out below and will vest in September 2023.
| CSP performance condition | Weighting | |
| HEPS versus peer group between 50th percentile and upper quartile | 50% | |
| ROIC between 1% and 3% in excess over WACC | 50% |
| N (NICO) VAN DER WESTHUIZEN - CEO: SOUTH AFRICA 2020 remuneration (R000) |
|||||||||
| Basic salary |
Retirement and medical contributions |
Other benefits |
STI | Total cash remuneration |
Gains on exercise of LTI awards |
2020 Total taxable remuneration |
2019 Total taxable remuneration |
||
| 4 624 | 71 | 798 | – | 5 493 | – | 5 493 | 6 233 | ||
Nico's fixed compensation and benefits for 2020, up to the date of his retirement, was R5 493 000 (2019: R5 565 000) and he received a settlement of R4 164 000 on his retirement in terms of his contract which included a clause for a two-year restraint of trade.
Nico received an STI in 2019 of R668 000 and none for 2020 due to his retirement.