Remuneration report

This Remuneration Report is in accordance with King IV. A glossary of terms used in this report is contained in our online Integrated Annual Report of 2022 which is on our website. If unable to access the online report please note the following key references used: "Policy" means the remuneration policy of the Company; the "Company" or "Merafe" means Merafe Resources Limited and its subsidiaries; the "Committee" means the Remuneration and Nomination Committee of the Company; the "Board" means the board of directors of the Company; "executive directors" and "non-executive directors" means executive and/or non-executive directors of the Company; the "CEO" means the Chief Executive Officer of the Company; and "FD" means the Financial Director of the Company.

Statement of voting at annual general meeting

The annual general meeting of the Company for the financial year ended 31 December 2021 was held on 18 May 2022 and the requisite ordinary resolutions of a non-binding advisory nature endorsing the Policy and the remuneration implementation report were passed. The Policy resolution (Ordinary Resolution 7.1) was passed by a 96.2% majority, with 75.12% of the Company's shares being voted. The implementation report resolution (Ordinary Resolution 7.2) was passed by a 96.5% majority, with 75.12% of the Company's shares being voted. The special resolutions to approve the non-executive remuneration was passed by the required majority (all above 97% which includes for the Board Committees).

The Company continues to engage on the Remuneration Report and the Policy with its stakeholders.

Background statement

Remuneration philosophy, strategy and policy

Remuneration philosophy

The Company's guiding philosophy is to employ high-calibre, high-performing employees who subscribe to the values and culture of our Company. We recognise that our employees are integral to the achievement of our corporate objectives and they are accordingly remunerated for their contribution and the value they deliver.

Our Company is committed to fair, responsible and transparent remuneration across the business in respect of all employees on all levels. Both the fixed and variable elements of remuneration aim to support Company performance and value creation in the short-, medium- and long-term, as well as to support the achievement of strategic objectives within the Company's risk appetite.

This Policy is applicable to all employees of the Company.

Our remuneration strategy and policy are regularly reviewed by the Committee to ensure that they are appropriate and relevant in the support of sustainable business performance and in promoting an ethical culture and responsible corporate citizenship.

Remuneration strategy

Our remuneration strategy is designed to be aligned with our business strategy and the execution thereof to promote positive outcomes. Since we strive to attract, retain, motivate and reward employees for executing our business strategy, their remuneration must clearly be market-related and independent third parties are used by the Committee for the purpose of benchmarking to the appropriate segment. The general principle of our remuneration strategy is to structure executive and employee remuneration to include:

  • a guaranteed annual package and benefits;
  • an annual variable performance bonus; and
  • ownership of shares through the long-term incentive scheme, which is based on performance with the aim of creating a strong alignment to shareholder goals.

The remuneration strategy and policy are communicated to all employees during the year, together with our expectations around their contribution to the success of our organisation.

Remuneration policy

The key principles of the policy are that:

  • the policies are governed by the Committee which regularly reviews them to ensure that they are relevant and support Company strategy;
  • guaranteed remuneration is targeted at the median to lower quartile of the relevant market against which pay is benchmarked, in order to attract and retain high-calibre and high-performing employees;
  • it is Company policy that all employees are members of medical and retirement funds and have Group life and disability cover;
  • annual salary adjustments are governed by factors such as the consumer price index (CPI), retention strategies, the producer price index (PPI), industry performance, projected growth, contractual arrangements, affordability, and industry average increase surveys, which will be taken into consideration in setting the recommended increase. The Committee will approve or set the overall increase percentage that will be applied on a Company-wide basis. Salary adjustments are at the discretion of the Board;
  • variable pay is an important component of remuneration at Merafe and both annual and long-term performance-based schemes which support our business strategy are in place;
  • the short-term incentive scheme performance measures are assessed by the Committee and these measures are determined by taking into account corporate, individual, financial and non-financial criteria. The measures are applicable to the time period to which the scheme relates;
  • the long-term incentive scheme measures are based on total shareholder return and growth in headline earnings per share;
  • executive remuneration is aligned to shareholder value creation through the long-term incentive scheme;
  • where necessary, both short-term and long-term incentive schemes are benchmarked against the appropriate database by the Committee; and
  • the over-riding principle governing payments for non-executive directors is that they will be made in the context of good governance and aligned to the relevant market.

Remuneration and Nomination Committee

Responsibility for the reward strategy rests with the Board who in turn appoints the Committee. The Committee comprises three members, the majority of whom are independent non-executive directors and is governed by formal terms of reference.

The terms of reference, inter alia, clearly deal with matters such as:

  • composition of the Committee;
  • roles and responsibilities;
  • delegated authority;
  • tenure and rotation of the Committee members;
  • reporting requirement and compliance;
  • access to information and resources;
  • meeting procedures to be followed; and
  • arrangements for the evaluation of the Committee's performance.

The primary role of the Committee is to ensure that the Company's directors and senior executives are fairly rewarded for their individual contributions to the Company's overall performance. The Committee also aims to ensure that remuneration is appropriate to attract, retain and motivate the right calibre of directors and senior executives who will strive to achieve the overall goals of the Company. The Committee must demonstrate to all stakeholders that the remuneration of senior executives is set by a committee of Board members who:

  • have no personal interest in the outcome of their decisions;
  • give due regard to the interest of the shareholders and the financial and commercial health of the Company;
  • take cognisance of market-related remuneration, incentive bonuses and share incentive schemes as well as market trends; and
  • play an active role in succession planning activities, notably for the Chief Executive Officer and executive management.

See our online Integrated Annual Report for 2022, under Remuneration Report for our remuneration policy which is also attached as appendix 2 to this report.

The Committee is responsible for making recommendations to the Board on remuneration policy for directors and, to the extent it deems necessary, makes comparisons between remuneration packages currently available to the Company's own executive directors and those available to directors of other companies of a similar size in the comparable industry. Comparisons are also made with other companies in South Africa and, if relevant, internationally.

The Committee also takes into account a number of principles, being, inter alia:

  • industry standards and comparisons with businesses in the same industry;
  • expertise and qualifications of individuals;
  • the risks associated with companies in the mining sector;
  • the importance of the individual to the Company and his/her contribution;
  • retention measures and motivation for the executive not to leave the Company;
  • restraint of trade provisions; and
  • nature of the position (role expectations, workload, etc.).

Remuneration policy

Statement of fair, responsible and transparent remuneration

The Board approves a policy that articulates and gives effect to its direction on fair, responsible and transparent remuneration.

The Policy for the remuneration of executive directors and other senior management is set by taking appropriate account of remuneration and employment conditions of the industry, the Venture and the Company's specific circumstances.

Key principles

The Policy is governed by the Committee which regularly reviews the Policy to ensure that it is relevant and supports the Company strategy. To this end, see key principles under remuneration policy of this report.

Target reward mix for Chief Executive Officer

Executive pay mix

Executive pay mix is defined as the balance targeted between the major components of executive remuneration, namely:

  • Guaranteed pay–based on Total Guaranteed Cost of Employment (TCtC)
  • Variable pay for performance
    • Short-term incentives (STIs) in the form of annual cash incentives; and
    • The expected value from long-term incentives (LTIs).

Note: Expected value is defined as the present value of the future reward outcome of an offer, given the targeted future performance of the Company and of its share price. It should not be confused with the term"fair value"which is used when establishing the accounting cost for reflection in a Company's financial statements. Neither should it be confused with the term"face value"which is used to define the current value of the underlying share at the time of an offer.

Target reward mix for Financial Director

The Company's targeted pay mix aims to align the incentives of employees with the interests of shareholders. It is recognised that through acquisitions and business combinations over time, there will always be some deviation from the targeted pay mix structure across the Company.

Guaranteed pay

Merafe aims to establish and maintain an integrated pay line with pay levels that ensure that it is able to remain competitive, while managing costs.

Executive remuneration in respect of guaranteed pay is expressed in terms of TCtC.

An employee's TCtC consists of the following elements:

  • Basic salary;
  • Car and other cash allowances and/or pre-requisites;
  • Employer contributions to the medical aid;
  • Employer contributions to the retirement fund; and
  • Employer contributions to risk benefits.

Salaries are reviewed annually and are targeted at the median to lower quartile of the relevant market. The Company conducts benchmarking exercises at least every second year against the top management reward surveys conducted by the large consultancies. The benchmark used is the median to lower quartile total guaranteed cost of employment for similar positions in similarly-sized listed companies.

The Committee has regard principally to companies in the South African market, which are of similar size, complexity and scope to the Company. The Committee also takes into account business performance, salary practices prevailing for other employees in the Company and, when setting individual salaries, the individual's performance and experience in the role.

Although salaries are reviewed annually, the Board reserves the right not to grant increases should circumstances so dictate. In addition, benefits offered are also reviewed on an annual basis to ensure that employees"needs are addressed fairly, and that schemes are cost effective, well governed and competitive.

Short-term incentives

Merafe's annual incentives are aimed at rewarding a combination of both business and individual performance in order to support a Company-wide performance culture. The bonus pool is determined as a percentage of net profit after tax and the scheme is therefore self-funding. Financial and non-financial criteria as well as individual performance determine the bonus pool's distribution to individuals. Incentive awards are at the discretion of the Board after due consideration of Company and individual performance.

The Committee follows a less mechanistic approach in determining the bonus awards in order to reward outstanding performance more appropriately and to ensure that undue windfalls are mediated. As indicated above, the incentive scheme performance measures are assessed by the Committee and these measures are determined by taking into account the Company's financial and non-financial criteria as well as individual performance.

All STI awards are based on performance against, inter alia , the following measures:

  • Company measures: These include but are not limited to profitability, growth of business, cost management, sustainability and safety.
  • Individual measures: For the Chief Executive Officer and Financial Director, these are over and above the Company measures and include but are not limited to stakeholder engagement, talent management, leadership and reporting.

Targets are set by the Board on an annual basis as determined by Company strategy, business plan and operating conditions. Targets are set to ensure that performance is measured appropriately in accordance with a five-point rating scale. In addition, the Board will apply appropriate weights to measures in order to focus behaviour and performance, related to the strategic focus for the performance period.

Although measures and targets are determined at the start of the performance period, the Board may revise these measures and targets should prevailing business conditions indicate this to be necessary or in response to any other changes in the operating environment. All such changes, which represent the discretionary aspect of the policy, will be disclosed on an annual basis.

As indicated above, individual performance is primarily assessed from a predetermined criteria of key performance areas or value drivers. The selection of these is informed by the Company's business plan.

These metrics are assessed against a five-point scale as follows:

Rating Description Definition
1 Poor Indicates poor performance. All or most threshold targets not met.
2 Needs improvement Performance against target is fair, however, performance against key measures is below threshold or target.
3 Satisfactory Performance on target in respect of most or all measures.
4 Good Performance exceeds target on most or all measures. Have reached stretched target on a number of key measures.
5 Outstanding/ excellent Significant outperformance. All stretched targets met or exceeded.

 

The total STI pool available is capped at 3% of net profit after tax. No bonuses are payable where the net profit after tax in any financial year is less than R131 million. These parameters are reviewed by the Board on an annual basis for relevance and appropriateness.

In addition, the percentage for STI is capped for the various categories of employees as set out below:

Position Maximum %
of TCtC
Chief Executive Officer 100
Financial Director 80
Senior management 60
Management 50
Administrative staff 30

The total pool for incentives that become available for distribution will not be exceeded at any time.

STI potential is benchmarked between the median and 75th percentile of the relevant market, which is deemed appropriate when considered along with the guaranteed pay benchmarked at between the median and 25th percentile of the market.

The final incentive calculation is undertaken by aggregating the bonus claims of all participants and comparing this with the bonus pool derived from Company performance.

Long-term incentives

Background

The purpose of the share incentive scheme is to serve as an incentive and reward to employees of the Company and its subsidiaries for services rendered and to be rendered, aimed at promoting the continued growth of the Company by giving employees an opportunity to acquire shares in the Company and serve as a retention mechanism for employees whose services are regarded by the Company to be crucial to the future growth and sustainability of the Company's business.

The share incentive scheme further seeks to align employee interests with those of shareholders and to support a culture of ownership, with a focus on Company performance and sustainable growth.

Long-term incentives, in the form of a share incentive scheme, have been in existence in the Company since 1999. The current share scheme was approved on 13 April 2010, under which both share options and share grants may be issued.

Eligibility and participation

All employees of the Company are eligible for share allocations in respect of the share incentive scheme rules, subject to Board approval and the prevailing implementation policy.

Shares to be allocated

Under the rules of the share incentive plan, the following shares may be offered:

  • Share options which will be granted at the offer price.
  • Share grants being full value shares.

Vesting rules and settlement

Generally share options vest one-third per year on the third, fourth and fifth anniversaries and are settled by physical delivery of shares against receipt of payment of the option price. The options lapse after seven years if not exercised, while employed within the Group.

Share grants are granted by the Board on the recommendation of the Committee. They vest one-third per year on the third, fourth and fifth anniversaries and are settled by physical delivery of shares. Alternatively, the Company has the right to settle in cash the value of shares granted.

Equity settlement will take the form of repurchasing of shares on the open market for the benefit of the employee whose shares have vested. The Company reserves the right to issue new shares for purposes of settlement.

Participation and termination rules

In the event of an employee leaving the Group for a reason approved by the directors, such as retirement or disability (no fault terminations), all performance shares granted will vest, subject to the application of performance conditions. No proration of shares will apply. All approved terminations will be disclosed on an annual basis.

In the event of the death of an employee, all performance shares allocated will vest with no performance conditions or proration applied.

In the event of either a no-fault termination or an employee's death, the employee or his/her estate has 12 and 24 months respectively to exercise share options granted to that employee. In the event of retirement at the earliest date allowed by the retirement fund, the employee will have one year to exercise their share options allocated.

In the event of voluntary termination (i.e. resignation) or a fault termination (i.e. those who leave as a result of resignation, dismissal or poor performance), any right to any shares and all allocations will lapse immediately upon termination. No further claims may be laid to such lapsed shares, whether full value or shares options.

In the event of a change in contract of employment, e.g. lateral moves or promotions, the participant will remain entitled to previous share allocations, subject to vesting periods, vesting schedules and prevailing performance conditions and criteria as set out during the initial share allocation.

In the event of a reconstruction or takeover, share allocations will vest on a pro rata basis subject to the Committee evaluating the applicable performance conditions and determining the number of shares per participant.

Performance vs retention shares

In 2018, the Committee revised the allocation policy for more share grants to be subject to performance conditions as opposed to retention shares as illustrated below:

Revised LTI allocation policy

  LTI
(expected value) % of TCtC
Targeted
offer value
% of TCtC
Balance performance/ retention
Chief Executive Officer 70 60 100/0
Financial Director 50 45 100/0
Senior management 40 40 100/0
Management 30 35 100/0
Administration 20 25 100/0

Since 2018, all share allocations are performance-based. In order to balance back to the reward mix and expected outcomes, the targeted value of the share allocation as a percentage of TCtC was increased as per the table above.

Performance conditions

The performance conditions for all existing performance-oriented share grants will remain in place, but future grants will be governed by two metrics: (1) comparison of Merafe's Total Shareholder Return (TSR) over a three-year period with that of a selection of JSE-listed, small cap mining and resources companies, and (2) growth in headline earnings per share (CPI + a specified percentage as determined by the Board) over a three-year period. The two measures will weigh 50/50 or as determined by the Board from time to time. Measures will be applied per performance share allocation and will remain in force for the duration of the performance period. Performance measures and targets are approved for and applicable to a specific performance period. No retesting of performance conditions is allowed.

The Committee will assess performance against target once the applicable performance period is completed and approve the vesting of performance shares to the extent that targets are met.

Performance measure I: Total Shareholder Return

The comparator group for TSR is made up as follows:

TSR comparator group

Company Ticker
Thungela Resources Limited TGA
Harmony Gold Mining Limited HAR
Pan African Resources plc PAN
Merafe Resources Limited MRF
Tharisa plc THA
MC Mining Limited MCZ
DRDGOLD Limited DRD
Wesizwe Platinum Limited WEZ
Hulamin Limited HLM
ArcelorMittal Limited ACL
Northam Platinum Holdings Limited NPH
Salungano Group SLG

Assuming that a group of 12 (11 + Merafe) companies are adopted as the comparator group of companies, vesting of the performance-based share grants will be in accordance with the following policy:

  • 50% of performance shares allocated will be subject to performance against the TSR measure.
  • If Merafe's TSR over the three-year period places it in one of the top four positions, then the full number of performance granted shares subject to this measure will vest in equal proportions on the third, fourth and fifth anniversaries of their grant.
  • If Merafe's performance over the three-year period places it in fifth position, then two-thirds of the number of performance granted shares will vest in equal proportions on the third, fourth and fifth anniversaries of their grant.
  • If Merafe's TSR over the three-year period places it in sixth position, then one-third of the number of performance granted shares will vest in equal proportions on the third, fourth and fifth anniversaries of their grant.
  • If Merafe's TSR over the three-year period places it below sixth position, then none of the performance shares will vest.

The table below provides details of the revised vesting schedule for performance shares subject to the TSR measure:

Revised vesting schedule TSR

Vesting schedule over three years — TSR

Merafe TSR position/ ranking relative to peers Vesting  
quantity % of  
allocation*
Position 1–4 100  
Position 5 66.6  
Position 6 33.3  
Position 7 and lower 0  

* Vesting over three years in equal portion.

Performance measure II: Growth in headline earnings per share

Assuming that the performance targets below are set by the Board as illustrated in the table below, vesting of the performance-based share grants will be in accordance with the following policy:

  • 50% of performance shares allocated will be subject to performance against the growth in headline earnings per share (HEPS) measure.
  • If performance meets or exceeds target, i.e. CPI + 2% over the performance period, 100% of shares will vest.
  • If performance is at threshold, i.e. CPI + 1% over the performance period, 50% of shares subject to this measure will vest.
  • For performance below threshold, 0% of shares subject to this measure will vest.
  • Linear vesting will take place between different performance milestones.

Revised vesting schedule TSR

Vesting schedule over three years — TSR

HEPS target   Vesting quantity % of
allocation* proposed
On target CPI + 2%   100%
Threshold CPI + 1%   50%
Below threshold   0%

* Vesting over three years in equal portion.

LTI offer policy

The following principles will govern the LTI offer policy:

  • Share options will only be given at the discretion of the Board as and when circumstances dictate and only to executive management that have direct line of sight in terms of Company performance.
  • Full value shares, with performance conditions, will be granted to all employees on an annual basis subject to ongoing satisfactory individual performance, the expected value of which will be in accordance with the Company's reward strategy–pay mix.
  • Share grants will be in favour of performance-based shares, with all shares granted subject to performance measures over a three-year period.
  • Share grants will be offered to employees with only performance and no retention shares.
  • The value of the share grant will be calculated as a percentage of the current TCtC guaranteed package.
  • No offer shall be made which together with any other scheme shares would exceed 5% of total issued share capital of the Company.
  • The maximum aggregate number of shares granted or options allocated to a single participant shall be limited to 1% of the total issued share capital of the Company.
  • Prior to vesting, no participant will qualify to receive any dividends declared.
  • The Company will communicate to participants, at least on an annual basis, in terms of shares granted, vesting and/or any changes in rules or conditions of participation.
  • All share grants and options will be disclosed over its lifetime in the annual Remuneration Report.

Contracts of employment

Senior and executive management are subject to the Company's standard terms and conditions of employment where notice periods are between three and six months. In line with the recommendations set out in King IV, Company policy prevents any senior or executive manager from being compensated for loss of office.

In the event of a change of control of the Company (as defined in the Companies Act) where the Company no longer requires an executive to fulfil their specific role post the change of control, the Company shall pay to the executive 12 months' remuneration on the last day of the notice period and after completion of handover of duties. From 2020 onwards all newly appointed executives will have their termination payments aligned to their contractual notice period.

Retention measures

The Committee reserves the right to apply retention measures should circumstances indicate. Retention measures may include cash or equity awards and will be appropriately disclosed on an annual basis.

Malus and clawback

Any remuneration previously paid to executive directors, that is subsequently found to have been as a result of criminal or otherwise illegal activities, must be repaid to the Company.

In the event of a restatement of the Company's results (other than a restatement caused by a change in accounting policy, standards or interpretation), which results in lower performance-based remuneration had it been calculated on the restated results, the Committee shall review such performance-based remuneration, determine the amount to be recovered from the executive and take steps to recover the amount.

The Board reserves the right to cancel any share allocation for all or individual participants if during the vesting period there is evidence of serious underperformance or misrepresentation of information, e.g. gross negligence, overstatement of performance, unnecessary risk taking, poor governance or non-compliance.

Non-executive directors' fees

The remuneration of non-executive directors is provided in the context of good governance, and is primarily based upon a methodology which takes into account expertise, contribution by the director and attendance. Standard duties of non-executive directors include preparation for and attendance at Board meetings, annual general meetings and results presentations. If required, the directors may be requested to perform work outside of their standard duties and for this they will be remunerated based upon the time spent and their level of expertise. Non-executive directors' pay is aimed at aligning with remuneration principles applicable to executive pay.

Independent benchmarks are conducted at least every second year to inform the levels of remuneration for non-executive directors and the intent is to target remuneration between the lower quartile (25th percentile) to the median quartile (50th percentile) of listed companies of similar size (comparator or peer group), in order to ensure that appropriately qualified and experienced directors are appointed.

Non-executive directors' fees are tabled for approval by the shareholders of the Company on an annual basis. The fees paid to different roles such as chairperson may vary from the fees paid to other non-executive directors.

Fees are split between a retainer (60%) and per meeting fee (40%), which is aligned with industry practice.

Non-executive directors do not participate in any share-based incentive scheme or any other incentive scheme that the Company may implement to avoid any potential conflict of interest.

Review

This policy was approved by the Company in March 2022 and will be reviewed annually against current legislation and practice for approval by shareholders during the annual general meeting.

In the event that either the remuneration policy or the implementation report, or both, are voted against by 25% or more of the votes exercised at the annual general meeting, Merafe undertakes to engage with shareholders to understand their concerns.

Implementation Report for 2022

The implementation of the Policy approved by shareholders at the annual general meeting in May 2022 is set out below:

Executive pay

  2022
R'000
2021
R'000
ZJ Matlala    
Salary 5 573 5 283
Bonus 5 231 5 399
Fringe benefits and leave pay 267 250
Provident contributions 761 694
Share grants vested 1 473 1 023
Total 13 305 12 649

  2022
R'000
2021
R'000
D Chocho    
Salary 3 369 3 007
Bonus 2 550 2 485
Fringe benefits and leave pay 269 261
Provident contributions 389 375
Share grants vested 462 95
Total 7 039 6 223

Short-term incentives

The executive directors were assessed by the Committee according to the table set out below which was then used as a basis for awarding bonuses for 2022.

Key factors Key measurement items
Profitability EBITDA compared to budget and previous year
Growth of business Grow assets and revenue
Cost management Effective cost management at Venture’s and Merafe level
Sustainability BEE rating to amended scorecard, corporate social investment, environmental incidents
Safety Total recordable injury frequency rate, fatalities
Stakeholder engagement Stakeholder engagement programme including interactions with SARS, partners, shareholders, employees, etc.
Talent management Succession planning, managing employees, training, mentoring
Reporting Interim and annual reporting

As per the Policy, the Committee applied a less mechanistic and more holistic approach, which has resulted in the following bonus allocation:

    2022
% allocation
of cost to
Company
2021
% allocation
of cost to
Company
Chief Executive Officer   81% 88%
Financial Director   65% 70%

Directors' interests in Merafe Resources Limited

As at 31 December 2022, the directors of the Company are beneficially interested (directly and indirectly) in 3 553 565 (31 December 2021:3 553 565) shares in the Company. During the financial year no material contracts were entered into in which directors and prescribed officers of the Company had an interest and which significantly affected the Group.

Executive directors of the Company and their immediate families control 0.1% (31 December 2021: 0.1%) of the voting shares of the Company. In addition to their salaries, the Company also contributes to a provident fund (defined contribution plan) and medical aid fund on their behalf. Executive directors also participate in the Company's share incentive schemes.

    2022
Number of Shares
  2021
Number of Shares
    Direct Indirect   Direct Indirect
Z Matlala   2 945 000   2 945 000
D Chocho   608 565   608 565
Total   3 553 565   3 553 565

No additional directors' interests have been noted post 31 December 2022 until the date of approval of this report, being 17 March 2023.

Long-term incentives — 2022

The award of long-term incentives for 2022 under the Company's share option and grant schemes are set out below:

Cash-settled share-based payment arrangements

The following share grants relating to executive directors were outstanding at 31 December 2022:

Vesting date Z Matlala D Chocho
01 April 2023 576 692
01 April 2023 781 971 337 500
01 April 2023 3 904 903 1 685 363
06 August 2023 208 333
01 April 2024 781 971 337 500
01 April 2024 3 904 903 1 685 363
01 April 2024 1 618 480 698 538
01 April 2025 3 904 903 1 685 363
01 April 2025 1 618 480 698 538
01 April 2025 709 641 324 299
01 April 2026 1 618 480 698 538
01 April 2025 709 641 324 299
01 April 2027 709 641 324 299
  20 839 706 9 007 933

Performance conditions

The performance conditions of this report.

Share grant allocations were implemented based on the VWAP of the previous day's trading as follows:

    2022     2021  
  % allocation
of cost to

Company
Number
of shares
Vesting
period
% allocation
of cost to
Company
Number of shares Vesting
period
Chief Executive Officer 60 2 128 923 1 April 2025
1 April 2026
1 April 2027
60 4 855 440 1 April 2024
1 April 2025
1 April 2026
Financial Director 45 972 896 1 April 2025
1 April 2026
1 April 2027
45 2 095 614 1 April 2024
1 April 2025
1 April 2026

Note: As per the Policy, from 2019, 100% of the grants are subject to performance conditions for the CEO and FD respectively.

Approved non-executive directors' fees for 2022

The special resolutions to approve the non-executive fees for 2022 at the annual general meeting which were passed by the requisite 75% majority are set out below.

    2022
    Total fees
per annum

R
Retainer
60%
R
Monthly
retainer

fees
R
Retainer
per
quarter

R
Fees per
attendance

40%
R
Fees per
attendance
per meeting

R
Board Chairperson   693 895 416 337 34 695 104 084 277 558 69 389
Board member   314 829 188 897 15 741 47 224 125 932 31 483
Audit and Risk Committee Chairperson   227 207 136 325 11 360 34 081 90 883 22 721
Audit and Risk Committee member   142 477 85 486 7 124 21 371 56 991 14 248
Remuneration and Nomination Committee Chairperson   132 643 79 585 6 632 19 896 53 058 13 264
Remuneration and Nomination Committee member   80 965 48 579 4 048 12 145 32 386 8 096
Social, Ethics and Transformation Committee Chairperson   122 817 73 691 6 141 18 423 49 127 12 282
Social, Ethics and Transformation Committee member   80 965 48 579 4 048 12 145 32 386 8 096

Non-executive directors' fees paid for 2022

    Retainer
2022
R’000
Attendance
2022
R’000
Total
2022
R’000
A Mngomezulu   522 495 264 844 787 339
M Vuso   325 222 216 815 542 037
K Tlale   274 383 182 922 457 305
J Mclaughlan   268 483 178 989 447 472
N Mabusela-Aikhuere   348 074 219 767 567 841
D McGluwa   237 477 150 221 387 698
D Green   237 477 158 318 395 795
Total   2 213 611 1 371 876 3 585 487

Non-executive directors' fees proposed for 2023

The 2023 proposed fees in accordance with the policy are set out below. An overall increase of 6% is proposed from the previous year. This increase and the allocation take into account the previous benchmarking exercise and inflation.

    2023
    Total fees
per annum
R
Retainer
60%

R
Monthly
retainer
fees
R
Retainer
per quarter
R
Fees per
attendance
40%
R
Fees per
attendance
per meeting
R
Board Chairperson   735 528 441 317 36 776 110 329 294 211 73 553
Board Member   333 719 200 231 16 686 50 058 133 488 33 372
Audit and Risk Committee Chairperson   240 840 144 504 12 042 36 126 96 336 24 084
Audit and Risk Committee Member   151 025 90 615 7 551 22 654 60 410 15 103
Remuneration and Nomination Committee Chairperson   140 601 84 360 7 030 21 090 56 241 14 060
Remuneration and Nomination Committee Member   85 823 51 494 4 291 12 874 34 329 8 582
Social, Ethics and Transformation Committee Chairperson   130 186 78 113 6 509 19 528 52 075 13 019
Social, Ethics and Transformation Committee Member   85 823 51 494 4 291 12 874 34 329 8 582

Areas of focus for 2023

Key activities for the Committee in 2023 will be, inter alia, the approval of the remuneration and bonuses for executive directors and senior management. The Committee will also assess fees to be paid to non-executive directors. Focus will be placed on the key principles of King IV and the Company's commitment to these principles and reviewing the remuneration policy. In addition, the Company will, if required, engage with shareholders to discuss issues of mutual concern.

Compliance statement

The Board and the Committee are committed to maintaining high standards of corporate governance and to support and apply the principles of good governance advocated by the Institute of Directors South Africa (IoDSA) and King IV.

The Board and the Committee are of the view that the objectives stated in the Policy have been achieved for the period under review. The Board and the Committee are also satisfied that they have fulfilled their responsibilities in accordance with their terms of reference with regard to remuneration within the Company

Jeff Mclaughlan Chairperson — Remuneration Committee

17 March 2023