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89

Tiger Brands Limited Integrated Annual Report

2014

Remuneration report

The vesting of the 2013 and 2014

performance shares will thus be based on the

following relationships:

Ϣ

Ϣ

If Tiger Brands’ TSR over the three-year

period places it in 15th position out of the

30 companies comprising the “index”, then

the targeted number (one-third of the

maximum number) of performance shares

awarded will vest.

Ϣ

Ϣ

If Tiger Brands’ TSR over the three-year

period places it in 7th position or better,

then the maximum number (three times the

targeted number) of performance shares

awarded will vest.

Ϣ

Ϣ

If Tiger Brands’ TSR over the three-year

period places it in 23rd position or worse,

then all performance shares awarded will

be forfeited.

Ϣ

Ϣ

If Tiger Brands’ performance over the

three-year period lies between 7th position

and 15th position on the one hand, or

between 15th position and 23rd position

on the other hand, then a pro-rated number

of performance shares will vest.

No retesting against the performance criteria

will be allowed. Any performance shares

which do not vest at the end of the three-year

period will be forfeited. It is envisaged that the

awards of performance shares will feature at

all executive and senior management levels,

but feature more strongly the higher the

participant’s grade within the organisation.

participants who either did not earn a short-term

incentive bonus in 2013 or whose short-term

incentive bonus was based on a performance

below the on-target threshold. The purpose of

this special allocation was to ensure the

retention of key strategic employees of the

group. This special retention allocation of share

appreciation rights is subject to the same

performance conditions and vesting periods to

which the normal annual allocations of share

appreciation rights are subject. A total number

of 108 844 options, at a strike price of

R254,45 per share, were allocated in terms

hereof.

Performance share element

Annual conditional awards of performance

shares will be made to executives and senior

managers. Performance shares will vest on the

third anniversary of their award, to the extent that

the company has met specified performance

criteria over the intervening period. Essentially the

value per share that vests is the full value of the

share (there is no strike price), but the number of

shares that will vest will depend on the

company’s performance over the intervening

three-year period against set targets.

The board will determine the performance

criteria for each award. In respect of the

awards made in February 2013 and

February 2014, it was agreed that vesting

will be determined in terms of the company’s

comparative total shareholder return (TSR) in

relation to the constituent members of the

FINDI 30 Index.