Tiger Brands: Integrated Report 2018

Annexures

Annexures C

Directors’ emoluments

Table of directors’ emoluments for the year ended 30 September 2018

								Group
(R’000)	Fees		Cash salary			Bonus		Other benefits		Retirement fund contributions		Gains on options exercised		Total 2018
Executive directors
LC Mac Dougall	–		8 512			–		153		340		–		9 005
NP Doyle	–		5 498			–		72		913		–		6 483
CFH Vaux1	–		1 968			–		23		146		725		2 862
Total A	–		15 978			–		248		1 399		725		18 350
Non-executive directors**			EFs*
MO Ajukwu	1 208		–			–		–		–		–		1 208
SL Botha2	117		–			–		–		–		–		117
MJ Bowman	627		20			–		–		–		–		647
GA Klintworth3	229		–			–		–		–		–		229
M Makanjee	661		22			–		–		–		–		683
E Mashilwane	556		–			–		–		–		–		556
KDK Mokhele (chairman)	1 797		8			–		–		–		–		1 805
RD Nisbet4	845		28			–		–		–		–		873
MP Nyama	573		–			–		–		–		–		573
YGH Suleman	854		22			–		–		–		–		876
BS Tshabalala5	525		–			–		–		–		–		525
Total B	7 992		100			–		–		–		–		8 092
Total A + B	7 992		16 078			–		248		1 399		725		26 442
Details of remuneration paid to prescribed officers of the company are set out hereunder:
PW Spies	–		4 030			–		423		345		–		4 798
AG Kirk6	–		3 861			–		239		316		3 597		8 013
Y Maharaj7	–		1 022			–		1 106		85		–		2 213
PD Sithole	–		3 988			–		142		345		–		4 475
Total	–		12 901			–		1 910		1 091		3 597		19 499
Aggregated details of remuneration paid to members (eight) of the executive committee, excluding executive directors and prescribed officers above, are set out hereunder8:
Total	–		16 863			–		5 548		1 800		2 245		26 456

1	Stepped down as an executive director in February 2018.
2	Resigned effective 24 November 2017.
3	Appointed effective 16 August 2018.
4	Resigned effective 7 September 2018.
5	Resigned effective 15 August 2008.
6	Resigned effective 31 August 2018.
7	Appointed effective 1 July 2018. Sign-on bonus of R1 000 000 in lieu of variable pay forfeited at former employer.
8	Sign-on bonus paid to new Chief HR Officer (”CHRO”) of R1 263 212 in lieu of variable pay forfeited at former employer. A retention bonus of R3 503 161 was granted to the previous CHRO on 1 December 2015, but payment was elected to be made at the end of the retention period, effective 30 November 2017.
*	EFs – Fees paid to non-executive directors in respect of their attendance at special board meetings of the company.
**	The fees to non-executive directors exclude VAT.

Table of directors’ emoluments for the year ended 30 September 2017

								Group
(R’000)	Fees		Cash salary			Bonus		Other benefits		Retirement fund contributions		Gains on options exercised		Total 2017
Executive directors
LC Mac Dougall	–		8 059			–		149		339		–		8 547
PB Matlare1	–		–			–		–		–		2 575		2 575
NP Doyle	–		5 212			–		72		872		3 499		9 655
CFH Vaux	–		4 531			–		52		347		6 609		11 539
Total A	–		17 802			–		273		1 558		12 683		32 316
Non-executive directors			EFs*
KDK Mokhele (chairman)	1 233		48			–		–		–		–		1 281
AC Parker2	839		241			–		–		–		–		1 080
MO Ajukwu	812		–			–		–		–		–		812
SL Botha	578		–			–		–		–		–		578
MJ Bowman	478		–			–		–		–		–		478
K Hedderwick3	90		–			–		–		–		–		90
M Makanjee	587		25			–		–		–		–		612
E Mashilwane4	360		–			–		–		–		–		360
RD Nisbet	820		–			–		–		–		–		820
MP Nyama	554		–			–		–		–		–		554
BL Sibiya (deputy chairman)5	659		–			–		–		–		–		659
YGH Suleman	745		–			–		–		–		–		745
BS Tshabalala6	94		–			–		–		–		–		94
Total B	7 849		314			–		–		–		–		8 163
Total A + B	7 849		18 116			–		273		1 558		12 683		40 479
Details of remuneration paid to prescribed officers of the company are set out hereunder:
N Segoale7	–		–			–		–		–		5 453		5 453
NG Brimacombe8			2 348			–		462		252		5 956		9 018
PW Spies9	–		2 344			1 783		2 002		228		–		6 357
AG Kirk	–		3 955			2 320		240		354		3 185		10 054
Total	–		8 647			4 103		2 704		834		14 594		30 882
Aggregated details of remuneration paid to members (six) of the executive committee, excluding executive directors and prescribed officers above, are set out hereunder:
Total	–		16 953			10 501		979		2 066		4 960		35 459

1	Resigned on 31 December 2015. Payment relates to options exercised.
2	Resigned as chairman effective 21 February 2017.
3	Appointed effective 1 December 2016 and resigned on 14 February 2017.
4	Appointed effective 1 December 2016.
5	Resigned effective 30 June 2017.
6	Appointed effective 26 May 2017.
7	Resigned effective 30 October 2015. Payment relates to options exercised.
8	Resigned effective 31 January 2017. Other benefits include leave encashment.
9	Appointed 1 February 2017. Other benefits include a sign-on bonus of R1 740 154.
*	EFs – Fees paid to the former chairman for his attendance at meetings of the board of directors of Empresas Carozzí (R90 000), an associate of Tiger Brands. Also includes fees paid to non-executive directors in respect of their attendance at special board meetings of the company.

Phantom Cash-settled Option Scheme

Executive directors

Details of Phantom Cash-settled Options held by executive directors under this scheme at 30 September 2018 appear below:

Name	Date of grant	Holding at 1 October 2017		Granted 2018		Exercised 2018		Forfeited 2018		Holding at 30 September 2018
NP Doyle	February 2013	20 000		–		–		5 000		15 000
	July 2012	15 000		–		–		–		15 000
Total		35 000		–		–		5 000		30 000
CFH Vaux*	February 2013	1 850		–		–		617		1 233
	February 2012	3 434		–		3 434		–		–
Total		5 284		–		3 434		617		1 233

Name	Number of options vested at 30 September 2018		Number of options subject to retention (Note 1)		Number of options subject to performance targets		Grant price (Rand)		Fair market value of vested options at 30 September 2018 R’000
NP Doyle	10 000		5 000		–		299,8		–
	15 000		–		–		252,0		195,0
Total	25 000		5 000		–				195,0
CFH Vaux*	617		616		–		299,8		–
	–		–		–		253,2		–
Total	617		616		–				–

* Stepped down as an executive director in February 2018.

Note 1 – vesting date extended as a consequence of a voluntary closed period.

Prescribed officers

Aggregated details of phantom cash options held by prescribed officers at 30 September 2018 appear below:

Name	Date of grant	Holding at 1 October 2017		Granted 2018		Exercised 2018		Forfeited 2018		Holding at 30 September 2018
PD Sithole*	February 2013	1 867		–		–		467		1 400

Name	Number of options vested at 30 September 2018		Number of options subject to retention (Note 1)		Number of options subject to performance targets		Grant price (Rand)		Fair market value of vested options at 30 September 2018 R’000
PD Sithole*	933		467		–		299,8		–

* Prescribed officer as from 1 October 2017 (executive committee member in 2017).

Note 1 – vesting date extended as a consequence of a voluntary closed period.

Executive committee members (excluding executive directors and prescribed officers)

Aggregated details of Phantom Cash Options held by members of the executive committee, other than executive directors and prescribed officers above, at 30 September 2018 appear below:

 

Name	Date of grant	Holding at 1 October 2017		Granted 2018		Exercised 2018		Forfeited 2018		Holding at 30 September 2018
Total	Various	13 737		–		10 401		936		2 400

Name	Number of options vested at 30 September 2018		Number of options subject to retention (Note 1)		Number of options subject to performance targets		Grant price (Rand)		Fair market value of vested options at 30 September 2018 R’000
Total	1 983		417		–		Various		–

Tiger Brands Limited 2013 Share Plan

Executive directors

Details of share appreciation rights allocated to executive directors under this plan at 30 September 2018 appear below:

 

Name		Date of grant	Holding at 1 October 2017		Granted 2018		Options received/ forfeited as a result of performance conditions achieved/ not achieved		Exercised 2018		Holding at 30 September 2018
NP Doyle		December 2017	–		45 830		–		–		45 830
		December 2016	33 780		–		–		–		33 780
		February 2016	22 870		–		–		–		22 870
		February 2015	11 540		–		–		2 808		8 732
		February 2014	12 950		–		–		–		12 950
	Note 1	February 2014	5 250		–		–		–		5 250
Total			86 390		45 830		–		2 808		129 412
LC Mac Dougall		December 2017	–		8 990		–		–		8 990
		December 2016	32 840		–		–		–		32 840
		May 2016	36 000		–		–		–		36 000
Total			68 840		8 990		–		–		77 830
CFH Vaux*		February 2015	9 060		–		–		2 205		6 855
		February 2014	12 880		–		–		–		12 880
	Note 1	February 2014	5 220		–		–		–		5 220
		February 2013	3 434		–		–		3 434		–
Total			30 594		–		–		5 639		24 955

Name	Number of options vested at 30 September 2018		Number of options subject to performance targets and retention (Note 2)		Grant price (Rand)		Fair market value of vested options at 30 September 2018 R’000
NP Doyle	–		45 830		414,5
	–		33 780		396,0
	–		22 870		291,7
	–		8 732		385,3
	4 316		8 634		254,5		128
	1 750		3 500		254,5		52
Total	6 066		123 346				180
LC Mac Dougall	–		8 990		414,5
	–		32 840		396,0
	–		36 000		341,7
Total	–		77 830
CFH Vaux*	–		6 855		385,3
	4 292		8 588		254,5		127
	1 739		3 481		254,5		52
	–		–		299,8
Total	6 031		18 924				179

* Stepped down as an executive director in February 2018.

Note 1 – A special retention allocation of share appreciation rights was made on 28 February 2014. These are subject to normal performance and vesting conditions.

Note 2 – Vesting date for share appreciation rights that would have vested in February 2018 extended as consequence of a voluntary closed period.

Details of performance shares awarded to executive directors under the Tiger Brands Limited 2013 Share Plan as at 30 September 2018 appear below:

Name		Date of grant	Holding at 1 October 2017		Granted 2018		Options received/ forfeited as a result of performance conditions achieved/ not achieved		Exercised 2018		Holding at 30 September 2018			Number of options vested at 30 September 2018		10-day VWAP share price on grant date
NP Doyle		February 2016	5 720		–		–		–		5 720			–		291,7
	Note 1	February 2015	2 490		–		1 868		–		4 358			–		385,3
Total			8 210		–		1 868				10 078			–
LC Mac Dougall		May 2016	8 160		–				–		8 160			–		341,7
Total			8 160		–				–		8 160			–
CFH Vaux*	Note 1	February 2015	1 950		–		1 463		–		3 413			–		385,3
Total			1 950		–		1 463		–		3 413			–

* Stepped down as an executive director in February 2018.

Note 1 – Vesting date extended as a consequence of a voluntary closed period.

Details of restricted shares granted to executive directors under the Tiger Brands Limited 2013 Share Plan as at 30 September 2018 appear below:

		Date of grant	Holding at 1 October 2017		Granted 2018		Exercised 2018		Forfeited 2018		Holding at 30 September 2018			Number of options vested at 30 September 2018		10-day VWAP share price on grant date
NP Doyle		December 2016	3 710		–		–		–		3 710					396,0
		February 2016	1 330		–		–		–		1 330					291,7
		December 2015	5 376		–		–		–		5 376					342,9
	Note 1	February 2015	2 320		–		–		–		2 320					385,3
Total			12 736		–		–		–		12 736
LC Mac Dougall		December 2016	1 950		–		–		–		1 950					396,0
Total			1 950		–		–		–		1 950
CFH Vaux*	Note 1	February 2015	1 850		–		–		–		1 850
Total			1 850		–		–		–		1 850					385,3

* Stepped down as an executive director in February 2018.

Note 1 – Vesting date extended as a consequence of a voluntary closed period.

Prescribed officers

Details of share appreciation rights allocated to prescribed officers under the Tiger Brands Limited 2013 Share Plan at 30 September 2018 appear below:

 

Name	Date of grant	Holding at 1 October 2017		Granted 2018		Exercised 2018		Forfeited 2018		Holding at 30 September 2018
AG Kirk*	December 2017	–		17 680		–		17 680		–
AG Kirk*	December 2016	12 760		–		–		12 760		–
AG Kirk*	February 2016	11 680		–		–		11 680		–
AG Kirk*	February 2015	8 260		–		–		8 260		–
AG Kirk*	February 2014	11 800		–		3 932		7 868		–
PW Spies	December 2017	–		17 710		–		–		17 710
PW Spies	September 2017	13 102		–		–		–		13 102
PD Sithole**	December 2017	–		24 150		–		–		24 150
PD Sithole**	December 2016	11 040		–		–		–		11 040
PD Sithole**	February 2016	10 220		–		–		–		10 220
PD Sithole**	February 2015	7 150		–		–		1 740		5 410
PD Sithole**	February 2014	12 090		–		–		–		12 090
PD Sithole**	February 2013	2 134		–		–		2 134		–

Name	Number of options vested at 30 September 2018		Number of options subject to performance targets and retention		Grant price (Rand)		Fair market value of vested options at 30 September 2018 (R’000)
AG Kirk*	–		–		414,5		–
AG Kirk*	–		–		396,0		–
AG Kirk*	–		–		291,7		–
AG Kirk*	–		–		385,3		–
AG Kirk*	–		–		254,5		–
PW Spies	–		17 710		414,5		–
PW Spies	–		13 102		403,6		–
PD Sithole**	–		24 150		414,5		–
PD Sithole**	–		11 040		396,0		–
PD Sithole**	–		10 220		291,7		–
PD Sithole**	–		5 410		385,3		–
PD Sithole**	4 029		8 061		254,5		120
PD Sithole**	–		–		299,8		–

Details of performance shares awarded to prescribed officers under the Tiger Brands Limited 2013 Share Plan at 30 September 2018 are set out below:

		Date of grant	Holding at 1 October 2017		Granted 2018		Options received/ forfeited as a result of performance conditions achieved/ not achieved
AG Kirk*		February 2016	2 520		–		–
AG Kirk*		February 2015	1 780		–		1 335
PD Sithole**		February 2016	1 860		–		–
PD Sithole**	Note 1	February 2015	1 300		–		975

	Exercised 2018		Forfeited 2018		Holding at 30 September 2018			Number of options vested as at 30 September 2018		10-day VWAP share price on grant date
AG Kirk*	–		2 520		–			–		291,7
AG Kirk*	–		3 115		–			–		385,3
PD Sithole**	–		–		1 860			–		291,7
PD Sithole**	–		–		2 275			–		385,3

*	Resigned on 31 August 2018.
**	Prescribed officer as from 1 October 2017 (executive committee member in 2017).

Details of restricted shares awarded to prescribed officers under the Tiger Brands Limited 2013 Share Plan at 30 September 2018 are set out below:

 

Name		Date of grant	Holding at 1 October 2017		Granted 2018		Exercised 2018
AG Kirk*		December 2017	–		9 450		–
AG Kirk*		December 2016	1 900		–		–
AG Kirk*		February 2016	1 090		–		–
AG Kirk*		December 2015	3 848		–		–
AG Kirk*		February 2015	1 690		–		–
AG Kirk*		December 2014	7 084		–		7 084
PW Spies		December 2017	–		7 270		–
PD Sithole**		December 2017	–		6 300		–
PD Sithole**		December 2016	770		–		–
PD Sithole**		February 2016	1 220		–		–
PD Sithole**	Note 1	February 2015	1 870		–		–

Name	Forfeited 2018		Holding at 30 September 2018			Number of options vested as at 30 September 2018		10-day VWAP share price on grant date
AG Kirk*	6 650		2 800			–		414,5
AG Kirk*	1 360		540			–		396,0
AG Kirk*	1 090		–			–		291,7
AG Kirk*	1 924		1 924			–		342,9
AG Kirk*	1 690		–			–		385,3
AG Kirk*	–		–			–		382,4
PW Spies	–		7 270			–		414,5
PD Sithole**	–		6 300			–		414,5
PD Sithole**	–		770			–		396,0
PD Sithole**	–		1 220			–		291,7
PD Sithole**	–		1 870			–		385,3

*	Resigned on 31 August 2018.
**	Prescribed officer as from 1 October 2017 (executive committee member in 2017).

Note 1 – Vesting date extended as a consequence of a voluntary closed period.

Executive committee members (excluding executive directors and prescribed officers)

Aggregated details of share appreciation rights allocated to members of the executive committee, other than executive directors and prescribed officers above, as at 30 September 2018, are set out below:

Name		Date of grant	Holding at 1 October 2017		Granted 2018		Exercised 2018		Forfeited 2018		Holding at 30 September 2018
2018		December 2017	–		31 650		–		–		31 650
2017		December 2016	45 000		–		–		11 060		33 940
2016		February 2016	27 120		–		–		10 720		16 400
2015	Note 1	February 2015	11 630		–		–		8 505		3 125
2014	Note 1	February 2014	29 006		–		5 536		6 667		16 803
2013		February 2013	3 670		–		–		3 670		–

Name	Number of options vested at 30 September 2018		Number of options subject to performance targets and retention		Grant price (Rand)		Fair market value of vested options at 30 September 2018 (R’000)
2018	–		31 650		414,5		–
2017	–		33 940		396,0		–
2016	–		16 400		291,7		–
2015	–		3 125		385,3		–
2014	6 492		10 311		254,5		192
2013	–		–		–		–

Note 1– Vesting date for share appreciation rights that would have vested in February 2018 extended as a consequence of a voluntary closed period.

Aggregated details of performance shares awarded to members of the executive committee, other than executive directors and prescribed officers above, as at 30 September 2018, are set out below:

Total for financial year		Date of grant	Holding at 1 October 2017		Granted 2018		Options received/ forfeited as a result of performance conditions achieved/ not achieved		Forfeited 2018
2016		February 2016	4 940		–		–		2 305
2015	Note 1	February 2015	2 120		–		563		1 370

Total for financial year	Exercised 2018		Holding at 30 September 2018			Number of options vested at 30 September 2018		10-day VWAP share price on grant date
2016	–		2 635			–		291,7
2015	–		1 313			–		385,3

Note 1 – Vesting date extended as a consequence of a voluntary closed period.

Aggregated details of restricted shares granted to members of the executive committee, other than executive directors and prescribed officers above, as at 30 September 2018:

 

Total for financial year	Date of grant	Holding at 1 October 2017		Granted 2018		Exercised 2018		Forfeited 2018
2018	Various	–		8 510		–		–
2017	Various	4 940		–		720		1 440
2016	Various	5 492		–		1 381		2 661
2015	Various	4 454		–		2 544		820

Total for financial year		Holding at 30 September 2018			Number of options vested as at 30 September 2018		10-day VWAP share price on grant date
2018		8 510			–		414,5
2017		2 780			–		396,0
2016		1 450			–		291,7
2015		1 090			–		370,2

Note 1 – Vesting date extended as a consequence of a voluntary closed period.