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Remuneration committee report

for the year ended 30 June 2012

Chairman’s message

Imperial has always maintained a balanced remuneration policy, seeking to remunerate its executives and employees fairly, without losing sight of the changes in the market, the influence of society in general, and the social circumstances in the countries in which we operate.

Our reports in past years have aimed to give stakeholders a transparent view of executive remuneration in our group and we aim to continue doing so. We have also taken note of the need by various stakeholders in JSE listed companies for greater transparency in communicating the drivers of remuneration levels.

For this reason we have enhanced our remuneration report by providing additional disclosures regarding the measurements employed in determining the level of short-term incentives paid as well as vesting of long-term incentives.

We trust that this report will provide adequate and relevant information to all our stakeholders and invite stakeholders to interact with us if the disclosures contained in this report can be further enhanced to provide meaningful insight to all stakeholders.

TS Gcabashe
Chairman of the committee
21 August 2012

Governance

Role of the committee

The remuneration and nomination committee’s (the committee) duties include providing the board with advice and guidance regarding: t accurate and transparent disclosure of directors’ remuneration;

  • accurate and transparent disclosure of directors’ remuneration;
  • the composition of the board to enable it to execute its duties effectively;
  • the establishment and implementation of remuneration policies in relation to non-executive directors, executive directors and other executives’ remuneration to ensure that the company remunerates directors and executives fairly and responsibly;
  • approval of the general composition of remuneration packages and the criteria for and amounts of bonus and incentive awards of executives;
  • increases to non-executive directors’ fees;
  • significant changes to the group pension and provident funds and medical aid schemes;
  • the administration of share-based incentive schemes;
  • the development and implementation of formal succession plans for the board, chief executive officer and senior management appointments;
  • the establishment of a formal process for the appointment of directors and the identification of suitable members of the board; and
  • induction and ongoing training and development of directors.

Membership of the committee

The members of the committee during the year were Mr TS Gcabashe (Chairman), Ms SL Botha, Ms P Langeni, Mr RJA Sparks and Mr A Tugendhaft, all of whom are non-executive directors. Mrs SL Botha was appointed as a member of the committee with effect from 1 January 2012. The board considered the position of chairman of the committee, which is also chaired by the board chairman, and is of the opinion that the best interests of the company and of shareholders are served by not appointing a separate chairman who is not also the board chairman.

The chief executive officer and group financial director attend committee meetings and assist the committee in its deliberations, except when issues relating to their own remuneration are discussed. No director is able to decide his or her own remuneration.

The committee had four meetings during the past financial year.

The table details attendance of committee meetings during the year.

Member Meetings attended  
TS Gcabashe* 4  
SL Botha* 2/2  
P Langeni 4  
RJA Sparks 4  
A Tugendhaft 4  

*Independent

Our remuneration policy

Our remuneration policy was approved by shareholders at the annual general meeting held on 1 November 2011 and is again being put to shareholders at the annual general meeting to be held on 31 October 2012 for approval by non-binding advisory vote.

Imperial’s remuneration policy is formulated to attract and retain high-calibre executives and motivate them to develop and implement the company’s business strategy in order to optimise long-term shareholder value. It is the intention that this policy should conform to best practice standards and it is framed around the following key principles:

  • Total rewards are set at levels that are responsible and competitive within the relevant market;
  • Incentive-based rewards are earned through the achievement of demanding growth and return targets consistent with shareholder interests over the short, medium, and long term;
  • Incentive plans, performance measures and targets are structured to operate soundly throughout the business cycle; and
  • The design of long-term incentive schemes is prudent and does not expose shareholders to unreasonable financial risk.

Elements of executive remuneration

Executives’ remuneration comprises the following principal elements:

  • Base salary
  • Annual incentive bonus
  • Long-term incentive and retention schemes, both share and cash-based
  • Other non-cash benefits

The committee seeks to ensure an appropriate balance between the fixed and performance-related elements of executive remuneration and between those aspects of the package linked to short-term financial performance and those linked to longer-term shareholder value creation. The policy relating to each component of remuneration is summarised below.

Fixed remuneration

The fixed remuneration of each executive is set to be responsible and competitive compared to similar companies, which are comparable in terms of size, market sector, business complexity, and international scope.

When determining annual base salaries, factors taken into account include inflation and salary trends, company performance, individual performance and changes in responsibilities.

Incentive bonuses

All executives are eligible to receive a performance related annual bonus. The bonus is non-contractual and not pensionable. The committee reviews bonuses annually and determines the level of each bonus based on performance criteria set at the start of the performance period. The criteria differ depending on the position of each executive and the division in which each operates and include:

  • Core earnings per share and divisional operating profit growth targets.
  • Return on invested capital targets.
  • Black economic empowerment and employment equity targets.
  • Divisional returns.
  • A discretionary component comprising no more than 20% of the total. This component allows the committee to make adjustments in circumstances which could not be foreseen at the start of the period or are not in the control of a particular executive, such as a general market downturn or the demise of a significant competitor, which could affect divisional performance downwards or upwards beyond the control of the executive in question.

In respect of certain key individuals, long-term retention arrangements have been entered into, linked to individual and business performance, which arrangements mature up to June 2013.

Long-term incentive schemes

The group employs three long-term share incentive plans as well as a long-term Cash Retention Plan (CRP) and participation in the schemes by executives is based on criteria set by the committee. The share-based schemes are:

  • Share Appreciation Rights Scheme (SAR)
  • The Conditional Share Plan (CSP)
  • The Deferred Bonus Plan (DBP)

Allocation model

Allocations of SAR and DBP are made annually based on the following criteria:

  • Performance of the participant
  • The job grading of the participant
  • Key retention considerations regarding participants.

The quantum of allocations of SAR and DBP is calculated using a model developed by PricewaterhouseCoopers and is determined on the basis of the expected value of an allocation expressed as a percentage of total cost to company fixed remuneration. This percentage allocated is determined by retention considerations and the job grading of the participant, which also determines whether a participant receives SAR and DBP or only SAR.

The schemes embody the following elements:

The SAR

Selected participants receive annual grants of share appreciation rights, which are conditional rights to receive Imperial shares equal to the value of the difference between the exercise price and the grant price. Vesting of rights is subject to performance conditions being met. The performance conditions and performance period are determined by the board on an annual basis in respect of each new grant of rights. The SAR vest after three years and must be exercised within four years from vesting.

The current performance targets employed in the SAR are the achievement of specified targets set by the committee for growth in the company’s core earnings per share, relative to the growth in core earnings per share or HEPS of a selected peer group of 20 JSE listed companies and the return on invested capital of Imperial Holdings (ROIC) compared to its weighted average cost of capital, over a three year performance period.

For each grant of SAR, 50% of the SAR awards are subject to the achievement of the core EPS performance condition and 50% of the SAR awards are subject to the achievement of the ROIC performance condition. The extent to which each performance condition has been met is determined on the vesting date as follows:

Core EPS condition

  • If the core EPS of the company is below the lower quartile of the selected peer group, 0% of the SARs subject to the core EPS condition vest.
  • If the core EPS of the company is equal to the lower quartile of the selected peer group, 30% of the SARs subject to the core EPS condition vest.
  • If the core EPS of the company is equal or above the upper quartile of the selected peer group, 100% of the SARs subject to the core EPS condition vest.
  • Linear vesting occurs between 30% and 100% depending on the company’s performance relative to the peer group if the company falls in the second or third quartile.

ROIC condition

  • If the average ROIC for the company over the performance period is lower than the average weighted average cost of capital (WACC) of the company over the performance period, none of the SARs subject to the ROIC condition vest.
  • If the average ROIC over the performance period is equal to the average WACC over the performance period, 30% of the SARs subject to the ROIC condition vest.
  • If the average ROIC over the performance period is equal or above a predetermined target percentage, all of the SARs subject to the ROIC condition vest.*
  • Linear vesting occurs between 30% and 100% depending on the company’s performance if ROIC is between WACC and the target percentage.

    *The target percentage for ROIC is expressed as WACC plus 4% in 2012.

The targets and measuring terms relating to each issue are detailed in a letter of grant. After vesting, the rights may be exercised by a participant within a predetermined period and upon exercise by a participant, the relevant employer company will settle the value of the difference between the exercise price and the grant price by delivering Imperial shares that will be purchased on the open market, alternatively, as a fall back provision only, by the issue of new shares or lastly by settling the value in cash.

The Conditional Share Plan (CSP)

The CSP is utilised in exceptional circumstances only. Employees receive grants of conditional awards. Vesting of the conditional awards is subject to performance conditions. The performance conditions for the CSP will be based on individual targets set by the board. If the performance conditions are satisfied, the conditional awards will vest. If the performance conditions are not met, the conditional awards will lapse.

No allocations have been made in terms of this scheme to date.

The Deferred Bonus Plan (DBP)

Qualifying senior employees are permitted to use a portion of the after-tax component of their annual bonus to acquire Imperial shares (bonus shares). On the condition that the participant remains in the employ of the group and retains the bonus shares over a fixed three-year period a matching award of Imperial shares is made on vesting. A participant remains the owner of the bonus shares for the duration of the three-year period and enjoys all shareholder rights in respect of the bonus shares. Bonus shares can be disposed of by the participant at any stage, but the matching award is not made to the extent that the bonus shares are sold during the period. Bonus shares are matched by delivering an equal number of matching Imperial shares that will be purchased on the open market, alternatively, as a fall back provision only, by the issue of new shares or lastly by settling the value in cash.

Cash Retention Plan (CRP)

Selected participants receive annual grants of Cash Retention Plan rights, which are conditional rights to receive a cash payment. This scheme is designed to supplement SAR awards. Vesting of rights is subject to performance conditions being met. The performance conditions and performance period are determined by the board on an annual basis in respect of each new grant of rights and these are specifically tailored to drive divisional profitability.

The performance targets employed in the CRP issued to date are the achievement of specified divisional and group targets set by the committee for growth in profit before interest and tax (PBIT), relative to a performance period target determined by the committee and the return on invested capital of the participant’s division (ROIC) compared to its weighted average cost of capital of the particular business unit, over a three year performance period.

For each grant of CRP, 50% of the awards are subject to the achievement of the PBIT performance condition and 50% of the awards are subject to the achievement of the ROIC performance condition. The extent to which each performance condition has been met is determined on the vesting date and linear vesting takes place between nil and 100%.

The targets and measuring terms relating to each issue are detailed in a letter of grant and are independently verified prior to vesting.

Eligibility

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 the SAR, CSP, DBP and CRP. Non-executive directors may not be awarded rights in any of the incentive schemes.

A total of 11 631 363 share appreciation rights remain unexercised in terms of the SAR scheme at an average price of R102,01 per share. A total of 747 271 DBP rights have been taken up and a further 111 930 remain unexercised. No rights have been allocated in terms of the CSP.

Hedge

The group hedges its exposure to deliver shares in terms of share based long-term incentive schemes by taking out hedges or buying back shares to avoid dilution associated with the issue of shares. All past awards have been fully hedged through the purchase of call options except for the 2009 award in respect of which Imperial bought back shares which are being held as shares repurchased and will be utilised in respect of shares that have to be delivered in 2012.

Retirement schemes

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.

Other benefits

Executive directors are remunerated on a cost-to-company basis and as part of their package are entitled to a car allowance or a fully maintained car, provident fund contributions, medical insurance, death and disability insurance. The provision of these benefits is considered to be market competitive for executive positions.

Succession policy and plans

The committee formally considers succession plans for executives and regularly reviews identified successors for key positions in the group.

External appointments

Executives are not permitted to hold external directorships or offices, other than those of a personal nature, without the approval of the board.

Directors’ and prescribed officers’ service contracts

Directors’ and prescribed officers’ contracts are all terminable on between one and three months’ notice, with the exception of that of GW Riemann, who is employed on a fixed-term contract that terminates at the earliest on 30 June 2013.

Non-executive directors’ appointments are made in terms of the company’s Memorandum of Incorporation and are initially confirmed at the first annual general meeting of shareholders following their appointment, and thereafter by rotation.

Directors’ remuneration

Non-executive directors’ fees

Fees payable to non-executive directors are proposed by the executive committee, reviewed by the remuneration and nomination committee and recommended to the board, which in turn makes recommendations to shareholders after consideration of the fees paid by comparable companies, responsibilities taken by the non-executive directors and considerations relating to the retention and attraction of high-calibre individuals.

Directors’ fees for the past year

For the past financial year, each of the non-executive directors received directors’ fees and fees for services on committees as follows:

– Chairman* R368 500 (2011: R346 000)
– Deputy chairman* R185 000 (2011: R173 250)
– Board member R185 000 (2011: R173 250)
– Assets and liabilities committee chairman* R97 500 (2011 R91 500)
– Assets and liabilities committee member R65 000 (2011: R61 000)
– Audit committee chairman* R212 300 (2011: R181 500)
– Audit committee member R106 700 (2011: R91 000)
– Risk committee chairman* R100 500 (2011: R94 000)
– Risk committee member R67 000 (2011: R63 000)
– Remuneration and nomination committee chairman* R97 500 (2011: R91 500)
– Remuneration and nomination committee member R65 000 (2011: R61 000)
– Social, ethics and sustainability committee chairman* R97 500 (2011: R91 500)
– Social, ethics and sustainability committee member R65 000 (2011: R61 000)

* Paid in addition to members’ fee.

Executive directors receive no directors’ or committee fees for their services as directors in addition to their normal remuneration as employees.

Directors’ fees for the next year

At the annual general meeting to be held on 31 October 2012, members will be requested to approve the following increases in non-executive directors’ remuneration by special resolution in terms of section 66(9) of the Companies Act, 2008, as amended, granting authority to pay fees for services as directors, which shall be valid with effect from 1 July 2012 until the next annual general meeting of the company as follows:

– Chairman* from R368 500 to R394 000
– Deputy chairman* from R185 000 to R198 000
– Board member from R185 000 to R198 000
– Assets and liabilities committee chairman* from R97 500 to R104 000
– Assets and liabilities committee member from R65 000 to R69 500
– Audit committee chairman* from R212 300 to R227 000
– Audit committee member from R106 700 to R114 000
– Risk committee chairman* from R100 500 to R107 000
– Risk committee member from R67 000 to R72 000
– Remuneration and nomination committee chairman* from R97 500 to R104 000
– Remuneration and nomination committee member from R65 000 to R69 500
– Social, ethics and sustainability committee chairman* from R97 500 to R104 000
– Social, ethics and sustainability committee member from R65 000 to R69 500

* Paid in addition to members’ fee.

Non-executive directors also receive fees for services on divisional boards and financial and risk review committees. In arriving at the proposed fees, cognisance was taken of market trends and the increased responsibilities of non-executive directors in terms of new legal, governance and JSE requirements.

Executive directors’ and prescribed officers’ remuneration

The table below provides an analysis of the emoluments paid to executive and non-executive directors and prescribed officers of the company for the year ended 30 June 2012.

  Salary
R’000
Bonus
R’000
Retirement
and
medical
contri-
butions
R’000
Other
benefits
(note 1)
R’000
Directors’
fees
R’000
Sub-
sidiaries/
associates
and
sub-
committee
fees
R’000
2012
Total
R’000
2011
Total
R’000
Expected
value
of long
-term
incentive
awards
made in
2012
(note 2)
R’000
Expected
value of
long-
term
incentive
awards
made in
2011
(note 2)
R’000
 
Non-executive directors                      
SL Botha         123 63 186        
T Dingaan (note 3)         185 410 595 558      
S Engelbrecht         185 67 252 236      
TS Gcabashe         553 227 780 732      
P Langeni         185 254 439 443      
MJ Leeming         185 506 691 617      
JR McAlpine               388      
V Moosa         185 162 347 326      
RJA Sparks         185 374 559 512      
A Tugendhaft         369 130 499 468      
Y Waja         185 580 765 653      
Total         2 340 2 773 5 113 4 933      
Executive directors                      
OS Arbee 3 365 3 825 561 377     8 128 8 492 2 752 2 312  
HR Brody 5 212 4 650 854       10 716 9 737 3 796 3 395  
MP de Canha 3 807 4 585 620 5 159     14 171 8 156 3 093 2 474  
RL Hiemstra 3 593 3 800 592 113     8 098 7 492   2 312  
AH Mahomed 4 842 4 550 795       10 187 9 228 3 596 3 156  
GW Riemann (note 4) 4 665 8 965 1 380 1 039   304 16 353 12 532      
M Swanepoel 3 412 3 500 695 180     7 787 7 232 2 655 2 312  
Total 28 896 33 875 5 497 6 868   304 75 440 62 869 15 892 15 961  
Total all directors 28 896 33 875 5 497 6 868 2 340 3 077 80 553   15 892    
Total all directors –June 2011 26 920 28 147 4 963 2 562 2 526 2 684   67 802   15 961  
Prescribed officers (note 5)                      
DD Gnodde* 2 408   389 5 058     7 855 6 203   1 809  
PB Michaux 2 162 2 725 451 187     5 525 5 144 1 938 1 117  
JJ Strydom** 1 965 2 250 195       4 410   1 727 859  
Total prescribed officers 6 535 4 975 1 035 5 245     17 790 11 347 3 665    
Total prescribed officers June 2011 4 814 5 620 811 102       11 347   3 785  
Total June 2012 35 431 38 850 6 532 12 113 2 340 3 077 98 343 79 149 19 557 19 746  

*Resigned effective 30 April 2012.
**Appointed 22 February 2012.

Notes

1. Other benefits – These include the fringe benefit value of company cars, motorcar allowances, long-term performance based retention payments and a once off benefit paid to DD Gnodde on termination of his employment.
2. This represents the expected value of all long-term incentive awards made in the reporting year, which expected value is calculated using a Black Scholes valuation model and assuming that 50% of the relevant performance targets will be reached.
3. R410 000 is paid by Ukhamba Holdings (Pty) Limited in respect of its chairman’s fees.
4. Overseas based – GW Riemann is employed in Germany and his salary is paid in Euro, based on the market conditions in that country.
5. Disclosure for prescribed officers in terms of the Companies Act, 2008 for the full financial year. 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. Although King III recommends that the remuneration of the top three earners who are not directors should be disclosed, this recommendation has substantially been incorporated in the Act by the prescribed officer disclosure and for this reason no further disclosure has been made in addition to that prescribed in the Act.

Incentive schemes

Executive directors and prescribed officers participate in the incentive schemes, designed to recognise the contributions of senior staff to the growth in the company’s equity. Within limits imposed by shareholders, rights are allocated to directors and senior staff. The equity linked compensation benefits for executive directors and prescribed officers are set out below.

Participation in the Share Appreciation Rights Scheme

  Commencement
date
Price on
commencement
date (Rand)
Number
of rights*
Number
of rights
exercised
Number
of rights
remaining
Vesting date  
Executive directors              
OS Arbee 5 June 2008 49,46 369 031 369 031      
  18 June 2009 55,32 91 507   91 507 15September 2012  
  2 June 2010 96,71 56 333   56 333 16 September 2013  
  14 June 2011 116,59 23 377   23 377 7 September 2014  
  13 June 2012 170,57 44 743   44 743 26 August 2015  
HR Brody 5 June 2008 49,46 529 904 529 904      
  18 June 2009 55,32 154 700   154 700 15September 2012  
  2 June 2010 96,71 92 540   92 540 16 September 2013  
  14 June 2011 116,59 35 750   35 750 7 September 2014  
  13 June 2012 170,57 66 936   66 936 26 August 2015  
MP de Canha 5 June 2008 49,46 369 033 369 033      
  18 June 2009 55,32 100 186   100 186 15September 2012  
  2 June 2010 96,71 60 275   60 275 16 September 2013  
  14 June 2011 116,59 25 011   25 011 7 September 2014  
  13 June 2012 170,57 47 876   47 876 26 August 2015  
RL Hiemstra 5 June 2008 49,46 369 031 369 031      
  18 June 2009 55,32 93 590   93 590 15September 2012  
  2 June 2010 96,71 56 306   56 306 16 September 2013  
  14 June 2011 116,59 23 377   23 377 7 September 2014  
AH Mahomed 5 June 2008 49,46 506 850 50 000 456 850**    
  18 June 2009 55,32 143 761   143 761 15September 2012  
  2 June 2010 96,71 85 996   85 996 16 September 2013  
  14 June 2011 116,59 33 223   33 223 7 September 2014  
  13 June 2012 170,57 62 203   62 203 26 August 2015  
M Swanepoel 5 June 2008 49,46 369 032 369 032      
  18 June 2009 55,32 83 578   83 578 15September 2012  
  2 June 2010 96,71 53 323   53 323 16 September 2013  
  14 June 2011 116,59 23 377   23 377 7 September 2014  
  13 June 2012 170,57 44 743   44 743 26 August 2015  
Prescribed officers              
PB Michaux 5 June 2008 49,46 157 262 157 262      
  18 June 2009 55,32 49 915   49 915 15September 2012  
  2 June 2010 96,71 30 750   30 750 16 September 2013  
  14 June 2011 116,59 12 200   12 200 7 September 2014  
  13 June 2012 170,57 31 241   31 241 26 August 2015  
JJ Strydom 5 June 2008 49,46 97 343 97 343      
  18 June 2009 55,32 75 744   75 744 15September 2012  
  2 June 2010 96,71 25 264   18 140 16 September 2013  
  14 June 2011 116,59 9 384   9 384 7 September 2014  
  13 June 2012 170,57 29 342   29 342 26 August 2015  
* The number of rights that will eventually vest is subject to the achievement of performance conditions linked to core EPS targets relative to a peer group of 20 JSE listed companies and ROIC targets relative to weighted cost of capital, and could be fewer than the number granted.
** Lapses 15 May 2015.

Participation in the Deferred Bonus Plan

  Allocation
date
Number
of rights
allocated
Number
of shares
committed
to the plan+
Number
of rights
forfeited
Balance
available
to be
taken up
Vested
during
the year
Balance
remaining
Vesting date  
Executive directors                  
OS Arbee 5 June 2008 30 969 8 447     8 447      
      2 219       2 219 15 September 2012  
      7 758 12 545     7 758 15 September 2013  
  18 June 2009 10 545 10 545       10 545 15 September 2012  
  2 June 2010 6 961 6 961       6 961 16 September 2013  
  14 June 2011 11 671 10 406 1 265     10 406 7 September 2014  
  13 June 2012 6 727     6 727     26 August 2015  
HR Brody 5 June 2008 45 096 18 732     18 732      
      8 106       8 106 15 September 2012  
      9 966 8 292     9 966 15 September 2013  
  18 June 2009 15 280 15 280       15 280 15 September 2012  
  2 June 2010 9 858 9 858       9 858 16 September 2013  
  14 June 2011 16 526 12 089 4 437     12 089 7 September 2014  
  13 June 2012 8 178     8 178     26 August 2015  
MP de Canha 5 June 2008 30 967 16 253     16 253      
      2 788       2 788 15 September 2012  
      11 926       11 926 15 September 2013  
  18 June 2009 11 545 11 545       11 545 15 September 2012  
  2 June 2010 7 448 7 448       7 448 16 September 2013  
  14 June 2011 12 486 10 712 1 774     10 712 7 September 2014  
  13 June 2012 8 064     8 064     26 August 2015  
RL Hiemstra 5 June 2008 30 969 13 773     13 773      
      8 074       8 074 15 September 2012  
      8 902 220     8 902 15 September 2013  
  18 June 2009 10 785 10 785       10 785 15 September 2012  
  2 June 2010 6 958 6 958       6 958 16 September 2013  
  14 June 2011 11 671 10 406 1 265     10 406 7 September 2014  
AH Mahomed 5 June 2008 43 150 18 456     18 456      
      8 243       8 243 15 September 2012  
      13 736 2 715     13 736 15 September 2013  
  18 June 2009 14 200 14 200       14 200 15 September 2012  
  2 June 2010 9 161 9 161       9 161 16 September 2013  
  14 June 2011 15 358 11 783 3 575     11 783 7 September 2014  
  13 June 2012 8 003     8 003     26 August 2015  
M Swanepoel 5 June 2008 30 968 19 925     19 925      
      6 636       6 636 15 September 2012  
      3 323 1 084     3 323 15 September 2013  
  18 June 2009 9 631 9 631       9 631 15 September 2012  
  2 June 2010 6 589 6 589       6 589 16 September 2013  
  14 June 2011 11 671 9 641 2 030     9 641 7 September 2014  
  13 June 2012 6 156     6 156     26 August 2015  
Prescribed officers                  
PB Michaux 5 June 2008 18 476 4 591     4 591      
      3 680       3 680 15 September 2012  
      8 231 1 974     8 231 15 September 2013  
  18 June 2009 4 867 4 867       4 867 15 September 2012  
  2 June 2010 3 167 3 167       3 167 16 September 2013  
  14 June 2011 5 251 5 251       5 251 7 September 2014  
  13 June 2012 4 793     4 793     26 August 2015  
  5 June 2008 11 436 10 036     10 036      
      1 364 36     1 364 15 September 2013  
  18 June 2009 3 973   3 973       15 September 2012  
  2 June 2010 2 602 2 602       2 602 15 September 2012  
  14 June 2011 4 039 4 039       4 039 15 September 2011  
  13 June 2012 3 957     3 957     26 August 2015  

+ The number of shares committed to the plan depends on the amount of after tax bonus committed by each executive and the share price prevailing when bonus shares are acquired

Gains by directors and prescribed officers on DBP and SAR allocated in 2008, which vested and were exercised after 15 September 2011

Director/prescribed officer 2012
Rm
  2011
Rm
 
Executive directors        
OS Arbee 35 098      
HR Brody 39 542      
MP de Canha 22 763      
RL Hiemstra 41 483      
AH Mahomed 5 565      
M Swanepoel 26 021      
Prescribed officers        
DD Gnodde 10 083      
PB Michaux 11 387      
JJ Strydom 7 780      

Directors’ and prescribed officers’ interests in shares

  2012   2011  
Director/prescribed officer Beneficial
number of
shares
  Non-beneficial
number of
shares
  Beneficial
number of
shares
  Non-beneficial
number of
shares
 
Executive directors                
MJ Leeming     4 928       4 928  
RJA Sparks 40 000       40 000      
Y Waja 927       927      
  40 927   4 928   40 927   4 928  
Executive directors                
OS Arbee 119 052       36 266      
HR Brody 191 203       64 942      
MP de Canha 1 512 160       1 107 812      
RL Hiemstra 45 135       48 492      
AH Mahomed 74 869       63 796      
M Swanepoel 53 744       46 104      
  1 996 163       1 367 412      
Prescribed officers                
DD Gnodde *         15 206      
PB Michaux 32 269       24 536      
JJ Strydom** 27 476              
  60 745       39 742      
Total 2 097 835   4 928   1 448 081   4 928  

* Employed up to 30 April 2012.
** Appointed 22 February 2012.

Approval

This remuneration report has been approved by the board of directors of Imperial.

 

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