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Remuneration committee report
for the year ended 30 June 2013
Chairman’s message
South Africa experienced a challenging year and the economic and social pressures in our society and the world have placed the spotlight firmly on remuneration and related remuneration practices in business. Imperial is not immune to these pressures which highlights the need for a balanced remuneration policy which remunerates executives and employees fairly, without losing sight of the changes in the market and the social circumstances in the countries in which we operate.
We have taken cognisance of stakeholder feedback and have this year endeavoured to further improve on the disclosure in our previous remuneration report. 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.
Our reports in past years aimed to give stakeholders a transparent view of executive remuneration in our group and we will continue doing so. We trust that this report will provide adequate and relevant information and invite stakeholders to interact with us if the disclosures contained in this report can be further enhanced to provide meaningful insight.
RJA Sparks
Chairman of the committee
20 August 2013
Governance
Role of the committee
The remuneration and nomination committee’s (the committee) duties include providing the board with advice and guidance regarding:
| – | 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; |
| – | 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 RJA Sparks (Chairman), SL Botha, TS Gcabashe, P Langeni and A Tugendhaft, all of whom are non-executive directors. The board reconsidered the position of chairman of the committee, which was in the past chaired by the board chairman, and decided to appoint Roddy Sparks as chairman from 28 February 2013 in light of the recommendation in the King Code of Corporate Governance (King III) that the remuneration committee should have a chairman who is not also the board chairman. Thulani Gcabashe remains as a member of the committee.
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 and performance are discussed. No director is able to decide his or her own remuneration.
The committee had three meetings during the past financial year.
The table below details attendance of committee meetings during the year:
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| Member | Number of meetings attend | ||
| RJA Sparks* (Chairman) | 3 | ||
| SL Botha*# | 2 | ||
| TS Gcabashe* | 3 | ||
| P Langeni* | 2 | ||
| A Tugendhaft | 3 |
* Independent.
# Resigned 5 September 2013.
Our remuneration policy
Our remuneration policy was approved by shareholders at the annual general meeting held on 31 October 2012 and is again being submitted to shareholders at the annual general meeting to be held on 7 November 2013 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. |
| – | 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-termshareholder value creation. The policy relating to each component of remuneration is summarised below.
Fixed remunerationThe 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 bonusesAll 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; and |
| – | 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. The last of these arrangements, payable to RL Hiemstra, matured in September 2012. The retention bonus paid to RL Hiemstra was subject to him remaining in the continuous employ of the group until 2 July 2011.
Long-term incentive schemesThe 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.
No participant may hold more than 1% of the allocated rights.
The Share Appreciation Rights Scheme (SAR)Selected participants receive annual grants of SARs, 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 and remaining employed with the group for the vesting period. 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 (core EPS), relative to the growth in core EPS or headline earnings per share (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 SARs, 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 minimum EPS and ROIC target thresholds are set at a level which takes into account performance of the group but also the important objective of retention of key staff during times when business conditions are challenging. |
| ** | The target percentage of ROIC is expressed as WACC plus 4% for the SAR allocated in 2013. |
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 fixedthree-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 grants of CRP rights, which are conditional rights to receive a cash payment. Vesting of rights is subject to performance conditions being met. The performance conditions and performance period are determined by the board 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 in 2011 and 2012 are the achievement of specified divisional and group targets relating to growth in profit before interest and tax (PBIT), relative to a performance period target and return on invested capital (ROIC) of the participant’s division compared to its weighted average cost of capital of the particular business unit, over a three-yearperformance 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.
No allocations were made under the CRP this year.
EligibilityAny 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 long-term incentive schemes. Non-executive directors may not be awarded rights in any of the incentive schemes.
A total of 11 216 355 share appreciation rights remain unexercised in terms of the SAR scheme at an average price of R148,05 per share. A total of 432 234 DBP rights have been taken up and remain unvested and a further 119 363 have been allocated this year and 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. In respect of the 2009 award, Imperial bought back shares which were then utilised in respect of shares that had to be delivered in the past financial year.
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-termcontracts 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, pension or 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 with between one and three months’ notice, with the exception of that of GW Riemann and MP de Canha who are employed on fixed-term contracts that both terminate at the earliest on 30 June 2014.
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. The group has decided to maintain a structure where directors’ fees are not split between membership and attendance fees, as the group has not had significant instances of non-attendance of meetings.
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* | R394 000 |
| – Deputy chairman* | R198 000 |
| – Board member | R198 000 |
| – Assets and liabilities committee chairman* | R104 000 |
| – Assets and liabilities committee member | R69 500 |
| – Audit committee chairman* | R227 000 |
| – Audit committee member | R114 000 |
| – Risk committee chairman* | R107 000 |
| – Risk committee member | R72 000 |
| – Remuneration and nomination committee chairman* | R104 000 |
| – Remuneration and nomination committee member | R69 500 |
| – Social, ethics and sustainability committee chairman* | R104 000 |
| – Social, ethics and sustainability committee member | R69 500 |
* Paid in addition to a member’s 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 7 November 2013, 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 2013 until the next annual general meeting of the company as follows:
| – Chairman* | from | R394 000 | to | R742 000 |
| – Deputy chairman* | from | R198 000 | to | R371 000 |
| – Board member | from | R198 000 | to | R212 000 |
| – Assets and liabilities committee chairman* | from | R104 000 | to | R135 000 |
| – Assets and liabilities committee member | from | R69 500 | to | R90 000 |
| – Audit committee chairman* | from | R227 000 | to | R280 000 |
| – Audit committee member | from | R114 000 | to | R140 000 |
| – Risk committee chairman* | from | R107 000 | to | R135 000 |
| – Risk committee member | from | R72 000 | to | R90 000 |
| – Remuneration and nomination committee chairman* | from | R104 000 | to | R135 000 |
| – Remuneration and nomination committee member | from | R69 500 | to | R90 000 |
| – Social, ethics and sustainability committee chairman * | from | R104 000 | to | R135 000 |
| – Social, ethics and sustainability committee member | from | R69 500 | to | R90 000 |
*Paid in addition to a member’s fee.
In arriving at the proposed fees, cognisance was taken of market trends and the increased responsibilities of non-executive directors in terms of increased legal and governance requirements. An extensive review of comparative fees paid to chairmen and deputy chairmen of peer companies revealed a substantial discrepancy between the fees paid by Imperial compared to peer companies. In order to remain competitive the board therefore decided to recommend that the chairman’s fee and deputy chairman’s fee be increased to the 50th percentile of the fees paid by peer companies. In determining the peer group used for this comparison, dual listed companies were excluded. Non-SA-based directors were also excluded from the comparison. Similarly, in light of the increased responsibilities of committees and the growth in size and complexity of the group, it is proposed to increase committee fees at a rate higher than inflation.
Non-executive directors also receive fees for services on divisional boards and financial and risk review committees.
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 2013:
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| Salary R’000 |
Bonus R’000 |
Retire- ment and medical contri- butions R’000 |
Other benefits (Note 1) R’000 |
Directors' fees R’000 |
Sub- sidiairy/ associate and sub- com- mittee fees R’000 |
2013 Total R’000 |
2012 Total R’000 |
Expected value of long- term incentive awards made in 2013 R'000 (Note 2) |
Expected value of long- term incentive awards made in 2012 R'000 (Note 2) |
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| Non-executive directors | |||||||||||||||
| SL Botha | 198 | 123 | 321 | 186 | |||||||||||
| ST Dingaan (Note 3) | 198 | 439 | 637 | 595 | |||||||||||
| S Engelbrecht | 198 | 118 | 316 | 252 | |||||||||||
| TS Gcabashe | 592 | 208 | 800 | 780 | |||||||||||
| RL Hiemstra (Note 4) | 198 | 28 | 226 | ||||||||||||
| P Langeni | 198 | 219 | 417 | 439 | |||||||||||
| MJ Leeming | 198 | 542 | 740 | 691 | |||||||||||
| V Moosa | 198 | 174 | 372 | 347 | |||||||||||
| RJA Sparks | 198 | 497 | 695 | 559 | |||||||||||
| A Tugendhaft | 396 | 139 | 535 | 499 | |||||||||||
| Y Waja | 198 | 622 | 820 | 765 | |||||||||||
| Total | 2 770 | 3 109 | 5 879 | 5 113 | |||||||||||
| Executive directors | |||||||||||||||
| OS Arbee | 3 628 | 4 200 | 597 | 360 | 8 785 | 8 128 | 3 531 | 2 752 | |||||||
| HR Brody | 5 802 | 5 315 | 928 | 12 045 | 10 716 | 4 814 | 3 796 | ||||||||
| MP de Canha | 4 113 | 4 900 | 628 | 159 | 9 800 | 14 171 | 3 322 | 3 093 | |||||||
| RL Hiemstra (Note 4) | 1 286 | 208 | 4 034 | 5 528 | 8 098 | ||||||||||
| AH Mahomed (Retired 30 June 2013) | 5 194 | 5 246 | 836 | 11 276 | 10 187 | 3 596 | |||||||||
| GW Riemann (Note 5) | 5 486 | 12 450 | 1 502 | 1 143 | 331 | 20 912 | 16 353 | ||||||||
| M Swanepoel | 3 675 | 3 500 | 730 | 180 | 8 085 | 7 787 | 3 118 | 2 655 | |||||||
| Total | 29 184 | 35 611 | 5 429 | 5 876 | 331 | 76 431 | 75 440 | 14 785 | 15 892 | ||||||
| Total all directors | 29 184 | 35 611 | 5 429 | 5 876 | 2 770 | 3 440 | 82 310 | 14 785 | |||||||
| Total all directors June 2012 | 28 896 | 33 875 | 5 497 | 6 868 | 2 340 | 3 077 | 80 553 | 15 892 | |||||||
| Prescribed officers (Note 6) | |||||||||||||||
| DD Gnodde | 7 855 | ||||||||||||||
| PB Michaux | 2 433 | 3 015 | 521 | 197 | 6 166 | 5 525 | 2 475 | 1 938 | |||||||
| JJ Strydom | 2 735 | 2 500 | 275 | 5 510 | 4 410 | 2 203 | 1 727 | ||||||||
| Total prescribed officers | 5 168 | 5 515 | 796 | 197 | 11 676 | 17 790 | 4 678 | 3 665 | |||||||
| Total prescribed officers | |||||||||||||||
| June 2012 | 6 535 | 4 975 | 1 035 | 5 245 | 17 790 | 3 665 | |||||||||
| Total June 2013 | 34 352 | 41 126 | 6 225 | 6 073 | 2 770 | 3 440 | 93 986 | 98 343 | 19 463 | 19 557 |
| 1. | Other benefits – These include the fringe benefit value of company cars and motor car allowances and long-term performance-based retention payments. |
| 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 HEPS performance target and 62,5% of the ROIC performance target will be reached. |
| 3. | R438 726 is paid by Ukhamba Holdings in respect of its chairman’s fees. |
| 4. | RL Hiemstra served as an executive director until 30 September 2012 and part of his reported remuneration relates to that period. |
| 5. | Overseas based – GW Riemann is employed in Germany and his salary is paid in Euro, based on the market conditions in that country. |
| 6. | 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
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| Commence- ment date |
Price on commence- ment date (R) |
Number of rights* |
Number of rights exercised |
Number of rights remaining |
Vesting date |
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| Executive directors | ||||||||
| OS Arbee | 18 June 2009 | 55,32 | 91 507 | 91 507 | ||||
| 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 | ||||
| 11 June 2013 | 195,20 | 77 582 | 77 582 | 15 September 2016 | ||||
| HR Brody | 18 June 2009 | 55,32 | 154 700 | 154 700 | ||||
| 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 | ||||
| 11June 2013 | 195,20 | 101 869 | 101 869 | 15 September 2016 | ||||
| MP de Canha | 18 June 2009 | 55,32 | 100 186 | 100 186 | ||||
| 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 | ||||
| 11 June 2013 | 195,20 | 68 215 | 68 215 | 15 September 2016 | ||||
| AH Mahomed | 5 June 2008 | 49,46 | 456 850 | 456 850+ | ||||
| 18 June 2009 | 55,32 | 143 761 | 143 761++ | |||||
| 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 | 18 June 2009 | 55,32 | 83 578 | 83 578 | ||||
| 2June 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 | ||||
| 11 June 2013 | 195,20 | 68 641 | 68 641 | 15 September 2016 | ||||
| Non-executive director | ||||||||
| RL Hiemstra** | 18 June 2009 | 55,32 | 93 590 | 93 590 | 15 September 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 | ||||
| Prescribed officers | ||||||||
| PB Michaux | 18 June 2009 | 55,32 | 49 915 | 49 915 | ||||
| 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 | ||||
| 11 June 2013 | 195,20 | 51 092 | 51 092 | 15 September 2016 | ||||
| JJ Strydom | 18 June 2009 | 55,32 | 75 744 | 75 744 | ||||
| 2 June 2010 | 96,71 | 25 264 | 25 264 | 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 | ||||
| 11 June 2013 | 195,20 | 50 000 | 50 000 | 15 September 2016 |
| * | 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. |
| ** | Received allocations before retirement as an executive director. |
| + | Lapses 15 May 2015. |
| ++ | Lapses 18 June 2016. |
Participation in the Deferred Bonus Plan
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| Allocation date |
Number of rights allocated |
Number of shares committed to the plan+ |
Balance available to be taken up |
Vested during the year |
Balance remaining |
Vesting date |
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| Executive directors | |||||||||
| OS Arbee | 5 June 2008 | 5 977 | 2 219 | 2 219 | |||||
| 7 758 | 7 758 | 15 September 2013 | |||||||
| 18 June 2009 | 10 545 | 10 545 | 10 545 | ||||||
| 2 June 2010 | 6 961 | 6 961 | 6 961 | 16 September 2013 | |||||
| 14 June 2011 | 10 406 | 10 406 | 10 406 | 7 September 2014 | |||||
| 13 June 2012 | 9 044 | 6 727 | 6 727 | 26 August 2015 | |||||
| 11 June 2013 | 5 872 | 5 872 | 15 September 2016 | ||||||
| HR Brody | 5 June 2008 | 18 072 | 8 106 | 8 106 | |||||
| 9 966 | 9 966 | 15 September 2013 | |||||||
| 18 June 2009 | 15 280 | 15 280 | 15 280 | ||||||
| 2 June 2010 | 9 858 | 9 858 | 9 858 | 16 September 2013 | |||||
| 14 June 2011 | 12 089 | 12 089 | 12 089 | 7 September 2014 | |||||
| 13 June 2012 | 12 798 | 8 064 | 8 064 | 26 August 2015 | |||||
| 11 June 2013 | 7 449 | 7 449 | 15 September 2016 | ||||||
| MP de Canha | 5 June 2008 | 14 714 | 2 788 | 2 788 | |||||
| 11 926 | 11 926 | 15 September 2013 | |||||||
| 18 June 2009 | 11 545 | 11 545 | 11 545 | ||||||
| 2 June 2010 | 7 448 | 7 448 | 7 448 | 16 September 2013 | |||||
| 14 June 2011 | 12 486 | 10 712 | 10 712 | 7 September 2014 | |||||
| 13 June 2012 | 9 677 | 8 064 | 8 064 | 26 August 2015 | |||||
| 11 June 2013 | 6 276 | 6 276 | 15 September 2016 | ||||||
| AH Mahomed | 5 June 2008 | 21 979 | 8 243 | 8 243 | |||||
| 13 736 | 13 736 | 15 September 2013 | |||||||
| 18 June 2009 | 14 200 | 14 200 | 14 200 | ||||||
| 2 June 2010 | 9 161 | 9 161 | 9 161 | 16 September 2013 | |||||
| 14 June 2011 | 11 783 | 11 783 | 11 783 | 7 September 2014 | |||||
| 13 June 2012 | 8 003 | 8 003 | 8 003 | 26 August 2015 | |||||
| M Swanepoel | 5 June 2008 | 9 959 | 6 636 | 6 636 | |||||
| 3 323 | 3 323 | 15 September 2013 | |||||||
| 18 June 2009 | 9 631 | 9 631 | 9 631 | ||||||
| 2 June 2010 | 6 589 | 6 589 | 6 589 | 16 September 2013 | |||||
| 14 June 2011 | 9 641 | 9 641 | 9 641 | 7 September 2014 | |||||
| 13 June 2012 | 6 156 | 6 156 | 6 156 | 26 August 2015 | |||||
| 11 June 2013 | 5 164 | 5 164 | 15 September 2016 | ||||||
| Non-executive director** | |||||||||
| RL Hiemstra | 5 June 2008 | 17 066 | 8 074 | 8 074 | |||||
| 8 902 | 8 902 | 15 September 2013 | |||||||
| 18 June 2009 | 10 785 | 10 785 | 10 785 | ||||||
| 2 June 2010 | 6 958 | 6 958 | 6 958 | 16 September 2013 | |||||
| 14 June 2011 | 10 406 | 10 406 | 10 406 | 7 September 2014 | |||||
| Prescribed officers | |||||||||
| PB Michaux | 5 June 2008 | 11 911 | 3 680 | 3 680 | |||||
| 8 231 | 8 231 | 15 September 2013 | |||||||
| 18 June 2009 | 4 867 | 4 867 | 4 867 | ||||||
| 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 | 4 793 | 26 August 2015 | |||||
| 11 June 2013 | 4 634 | 4 634 | 15 September 2016 | ||||||
| JJ Strydom | 5 June 2008 | 1 364 | 1 364 | 1 364 | 15 September 2013 | ||||
| 2 June 2010 | 2 602 | 2 602 | 2 602 | 16 September 2013 | |||||
| 14 June 2011 | 4 039 | 4 039 | 4 039 | 7 September 2014 | |||||
| 13 June 2012 | 3 957 | 3 957 | 3 957 | 26 August 2015 | |||||
| 11 June 2013 | 3 689 | 3 689 | 15 September 2016 |
| ** | Received allocations before retirement as an executive director. |
| + | 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 exercised during the year
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| 2013 R'000 |
2012 R'000 |
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| Executive directors | |||||
| OS Arbee | 15 791 | 35 098 | |||
| HR Brody | 26 037 | 39 542 | |||
| MP de Canha | 16 522 | 22 763 | |||
| RL Hiemstra # | 16 485 | 41 483 | |||
| AH Mahomed | 4 264 | 5 565 | |||
| M Swanepoel | 14 468 | 26 021 | |||
| Prescribed officers | |||||
| DD Gnodde | 10 083 | ||||
| PB Michaux | 8 047 | 11 387 | |||
| JJ Strydom | 10 256 | 7 780 |
# Non-executive from 1 October 2012.
Directors’ and prescribed officers’ interests in shares
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| 2013 | 2012 | |||||||||
| Director/prescribed officer | Beneficial number of shares |
Non- beneficial number of shares |
Beneficial number of shares |
Non- beneficial number of shares |
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| Non-executive directors | ||||||||||
| SL Botha | 5 000 | |||||||||
| RL Hiemstra | 33 820 | 45 135 | ||||||||
| MJ Leeming | 4 928 | 4 928 | ||||||||
| RJA Sparks | 40 000 | 40 000 | ||||||||
| Y Waja | 927 | 927 | ||||||||
| 79 747 | 4 928 | 86 062 | 4 928 | |||||||
| Executive directors | ||||||||||
| OS Arbee | 74 842 | 119 052 | ||||||||
| HR Brody | 91 709 | 191 203 | ||||||||
| MP de Canha | 1 627 775 | 1 512 160 | ||||||||
| AH Mahomed | 69 878 | 74 869 | ||||||||
| M Swanepoel | 26 160 | 53 744 | ||||||||
| 1 890 364 | 1 951 028 | |||||||||
| Prescribed officers | ||||||||||
| PB Michaux | 26 442 | 32 269 | ||||||||
| JJ Strydom | 43 776 | 28 476 | ||||||||
| 70 218 | 60 745 | |||||||||
| Total | 2 040 329 | 4 928 | 2 097 835 | 4 928 | ||||||
Approval
This remuneration report has been approved by the board of directors of Imperial.