Tiger Brands: Integrated Annual Report 2018

Governance review

Remuneration report

Mark Bowman, Chairman

SECTION 1: BACKGROUND

Statement from the chairman of the remuneration committee

Dear Stakeholder

On behalf of the remuneration committee, I am pleased to present the 2018 summarised remuneration report, which highlights:

• Key components of our remuneration policy
• Alignment of these components with the Tiger Brands business strategy
• Implementation of the policy for the 2018 financial year (FY18).

The remuneration report

In line with our commitment to comply with King IV, our remuneration report adheres to the requirements of that code: the background statement (part 1), overview of the remuneration policy (part 2 – detailing the current policy and future policy from 2019) and the implementation report (part 3).

Remuneration committee objectives for FY18

Despite the group's financial performance being severely impacted by challenging operating environment and the Listeria outbreak, in FY18, the remuneration committee sought to leverage the remuneration strategy to enable the attraction and retention of key skills to support delivery of the business strategy.

In a tough operating environment, the company succeeded in attracting key employees, further strengthening the Tiger Brands executive leadership team by recruiting new capabilities in certain business units: marketing, strategy and human resources.

Following the 2018 reorganisation of the group, the leadership team focused on embedding the new operating model, skilling employees to embrace new responsibilities in their roles and engaging teams to entrench new ways of working to execute the business strategy and deliver winning performance.

To ensure our remuneration policy remains competitive and fulfils the objective of attracting, motivating and retaining high-performing employees, we have reviewed our pay scales and other elements of the remuneration design after considering market benchmarks and capabilities required to deliver the business strategy.

The remuneration committee again engaged with shareholders on recent voting outcomes and analysed major points that affected their voting:

Issue		Remuneration committee action/response
Share appreciation rights (SARs) vesting scale does not include sufficient stretch		Revised scheme to be introduced from FY20 that will have more demanding targets.
Lack of a return metric in short- and long-term incentive (STI and LTI) schemes		Return on net assets (RONA) included in key performance indicators for FY18, which influences the STI and the inclusion of return on invested capital (ROIC) as a performance metric in the LTI scheme for FY19
No clawback policy in place		A clawback and malus clause will be included in the remuneration policy from FY19
Limited disclosure on STI targets		Greater disclosure on STI scorecard in FY18 report
Non-executive directors are paid hourly fees for extra work, which implies they could be paid for consultancy work. This may affect their ability to function independently		Effect payment of hourly fees in exceptional and extraordinary circumstances, subject to the approval by the Chief Executive Officer

Shareholder input has been considered in our continued efforts to modernise and align our remuneration policy with business strategy execution and shareholder interests. Accordingly, we have:

• Refined our approach to linking our annual execution plans directly with business strategy by ensuring the appropriate focus of our STI metrics on growth, efficiencies, people and sustainability
• Revised our market anchor point for guaranteed pay from the 50th to 65th percentile of the national market and implemented a pay-progression model to ensure we are able to attract and motivate talent and core capabilities
• Increased focus to address any unjustifiable pay inequities
• Developed a clawback and malus policy to minimise risk
• Revised LTI performance metrics to align executive and shareholder interests.

Refer to the overview section of the report which discusses the remuneration elements and outlines key enhancements to our remuneration strategy from 2019.

Shareholder engagement

The remuneration committee is committed to shareholder engagement and will take the following steps if 25% or more of total votes exercised by shareholders at the upcoming annual general meeting (AGM) are against the remuneration policy or implementation report:

• Tiger Brands will issue a SENS announcement inviting dissenting shareholders to note their specific concerns andto engage with the company
• We will consider these concerns and report on the outcome of this engagement, and measures taken, in our next integrated report.

Focus areas for 2019

As we begin our new financial year, the remuneration committee is committed to staying abreast of remuneration market trends and best practice, business requirements, our responsibilities to our community as well as our shareholders to ensure our remuneration practices are aligned with our business strategy.

Key focus areas include aligning our people with business objectives through an integrated scorecard that has group/business and individual components to support strategy execution. We will also continue to actively monitor and address identified pay inequities to ensure we attract and retain key talent. Finally, we will review share instruments in the LTI scheme to further align executives' interests and commitment with shareholder value creation.

Voting at AGM

As required by King IV, the remuneration policy and implementation report detailed here will be tabled for separate non-binding advisory votes by shareholders at the upcoming AGM.

As required by the Companies Act, non-executive directors' fees for the coming year will be put to shareholders by way of a special resolution.

We encourage all shareholders to provide feedback on their position on the various voting requirements. We commit to engaging with shareholders as required to discuss issues of concern.

External advice to the committee in 2018

In reviewing our remuneration offering to ensure it is competitive, fair, ethical and transparent, we enlisted the services of PwC South Africa and Vasdex to assist us with design, market practice and survey data. The committee is satisfied that PwC and Vasdex are independent.

Mark Bowman

Chairman – Remuneration committee

21 November 2018

SECTION 2: OVERVIEW OF REMUNERATION POLICY

The Tiger Brands approach to remuneration is holistic, encompassing the monetary elements of reward as well as non-financial aspects such as growth, development and work environment.

Central tenets of our remuneration policy

To support our remuneration strategy, our remuneration policy is based on the following central tenets:

• Aligning strategic business performance with shareholder interests
• Providing a competitive reward offering to attract and retain talent that enables execution of our business strategy
• Rewarding and motivating winning performance across all levels in the organisation
• Build a strong foundation of fair and responsible pay.

Fair and responsible remuneration

The remuneration committee is committed to ensuring our remuneration policy and practices are fair, transparent and responsible. Key principles guiding this policy include:

• Motivating delivery of the company's strategic objectives while aligning strategy execution with internal and external stakeholder interests. As such, executive remuneration is determined by considering performance, complexity of the role, peer-group comparisons and market practice.
• Internal equity – we continually investigate and address any inequitable pay practices across the organisation. We have made a concerted effort to address income disparities, based on race, gender and performance. Any unjustifiable differences in pay and conditions of employment between employees at the same level are being addressed in line with the 'equal pay for work of equal value' philosophy.
• External equity – we conduct annual benchmarking exercises to understand economic trends and ensure all employees are paid a market-related salary, taking into consideration performance levels.

Guaranteed package (excluding bargaining unit employees)

Description		Guaranteed package (GP) comprises base pay, allowances, retirement and medical benefits. It is reviewed annually based on personal performance (key performance indicators (KPIs) based on a balanced scorecard that includes financial and non-financial metrics), business performance (linked to budget), behaviours aligned with the values and market competitiveness (national and sector benchmarks)
Benchmarks		Benchmarking for executive directors and prescribed officers is based on a peer group of companies. The peer group is determined using the closeness metric formula, based on: Turnover   Operating income before tax   Number of employees   Total assets   EBITDA   Market cap Companies included in the peer group comprise: Factor   Executive directors and prescribed officers   Rest of exco, senior management and below Survey type   Bespoke survey   Remchannel survey Comparator group   Public data of South African companies listed on the JSE, based on the closeness metric is used to determine an appropriate peer group. Our peer group comprises: Aspen Pharmacare Ltd   Massmart Holdings Ltd   Remgro Ltd Bid Corporation Ltd   Pick n Pay Stores Ltd   Shoprite Holdings Ltd Distell Group Ltd   Pioneer Foods Ltd   The Spar Group Ltd Imperial Holdings Ltd   RCL Foods Ltd   Woolworths Holdings Ltd   National and consumer goods circles Frequency   Every second year   Annually Service provider   PwC   PwC
Anchor point		Tiger Brands’ current pay position is at the 50th percentile (median) of the market, where a normal distribution around the median is to be expected based on individual employee performance, talent/potential, experience and, in certain instances, tenure
Benefits		Benefits include retirement fund contributions, funeral cover, permanent health insurance, death-in-service cover, medical aid contributions and travel allowances (where applicable)
Changes for FY19		Market benchmarks indicate that our guaranteed package is not competitive in relation to our peers. In practice, we have had to pay significant premiums to source key talent externally. To address this challenge, we have taken a balanced approach and revised our anchor point for guaranteed package from the 50th percentile to the 65th percentile to attract and motivate talent to ensure we sustainably build core capability to execute our business strategy. We are implementing a pay-progression model to ensure we reward performance competitively and actively manage pay around our chosen anchor point.

Short-term incentive

Description and link to strategy		The primary intention of the STI is to improve business performance by focusing participants’ attention on key financial, strategic, functional and personal performance objectives (KPIs based on a balanced scorecard), which are aligned with the long-term business strategy for sustainable value creation. All permanent employees on a guaranteed package in Paterson grades DL and above, are eligible to participate The STI is paid annually in cash for employees who are still employed by the organisation on the payment date By incorporating personal performance, the STI aims to: » Drive achievement of our annual strategic goals » Allow for differentiation in rewarding high performers Drive achievement of our annual strategic goals Allow for differentiation in rewarding high performers The on-target percentage (as a percentage of guaranteed package) is benchmarked against the South African market to ensure we are aligned with market practice. It is based on affordability and the STI payment is based on achieving the defined objectives The final STI award uses two performance multipliers: » A business performance multiplier focused mainly on group financial metrics, measured in a range of 0 to 150% » An individual performance multiplier focused mainly on non-financial strategic objectives, measured in a range of 0 to 175% This facilitates the appropriate focus to sustainably achieve the business’s long-term goals, particularly since the personal performance multiplier can significantly impact the quantum of an employee’s STI
Calculation		STI = Guaranteed Package (GP) x on-target % x business performance multiplier x personal performance multiplier
Target and maximum		The following ranges of STI awards apply to the various categories of employees covered by this report:     Target % of Guaranteed Package   Maximum % of Guaranteed Package CEO and CFO and executive directors   60%   157,5% Prescribed officers   50%   131,25% Maximum STI amounts are based on the on-target % adjusted for the maximum potential ranges applicable to both the business performance multiplier (150%) and personal performance multiplier (175%).
Business performance multiplier		The underlying values and weightings for each KPI are set and approved by the remuneration committee in advance of each year to determine parameters for the STI.     Weight   Below threshold 0%   Threshold 50%   Target 100%   Maximum 150% CEO, CFO and executive directors                     HEPS   35%       Linear interpolation between threshold, target and maximum EBIT   35%       Sales volume growth   15%       Working capital   15%       Prescribed officers                     EBIT   70%       Linear interpolation between threshold, target and maximum Sales volume growth   15%       Working capital   15%
Personal performance multiplier		Personal performance measurement is based on a weighted combination of a balanced scorecard of metrics, typically comprising: Top-tier financial results   Market performance   Compliance   People Revenue Gross margin Productivity cost savings Return on net assets   Market share On-shelf availability Innovation rate Brand health measure   Zero level 1audit findings Reduction in consumer complaints Safety (LTIFR) BBBEE implementation   Improved employee engagement Employee development plans in place Diversity and inclusion Taking into account the balanced scorecard and the individual KPIs, the personal performance multiplier is determined as follows: Performance rating   Range 5   150% – 175% 4   120% – 130% 3   90% – 110% 2   15% – 50% 1   0%
Changes for FY19		To incentivise execution of our strategic and tactical plans to deliver winning performance, the scheme has been revised from a multiplicative model to an additive model as follows: STI = GP x on-target % x {group performance factor (0 – 200%) + business unit performance factor (0 – 200%) + individual performance factor (0 – 200%)}. Predetermined weightings will be applied to each of the performance factors. The maximum STI that can be earned is 200% of the applicable on-target percentage. This drives high performance by explicitly creating line of sight in linking group, business unit and individual performance. An integrated STI scorecard for the group that includes financial and non-financial (sustainability) metrics is being implemented to align teams on a One Tiger bottom line. Payment of an STI is subject to the overriding condition that the group/business unit meets or exceeds its earnings before interest and tax (EBIT) entry threshold. Below is the group STI scorecard that will apply to the CEO, CFO, executive directors and prescribed officers: Strategic objective   Strategic objective weighting   Key Performance Indicator   Key Performance Indicator weighting   Threshold   Target   Stretch         Score = 50%   Score = 100%   Score = 200% Growth   60%   Sales volume growth   10%   40,0%   100%   140,0%     Gross margin %   10%   98,6%   100%   103,6%     EBIT   40%   98,6%   100%   103,6% Efficiency   10%   Cost-saving initiatives   5%   98,6%   100%   123,4%     Net working capital days   5%   101,2%   100%   97,7% People and sustainability   30%   Quality   10%   Reduction in execution-related marketplace incidents YoY by       10%   15%   20%   Safety (LTIFR)   10%   120%   100%   80%   BBBEE score   10%   Level 7 (60 – 61)   Level 7 (61,1 – 65)   Level 6 The group, business unit and individual weightings applicable to the CEO, CFO, executive directors and prescribed officers are detailed below: Employee category   Group   Business unit   Individual CEO, CFO and executive directors   80%   0%   20% Prescribed officers   60%   20%   20%

Long-term incentive

Description		Long-term incentive (management and above) There are three schemes operating for long-term incentives as part of the Tiger Brands 2013 Share Plan (LTIP): Share appreciation rights (SARs) Restricted shares issued as bonus-matching shares Restricted shares issued as deferred bonus shares and company-matching shares. Key elements of the LTIP include: Annual awards of SARs, with a performance vesting condition of real HEPS growth, combined with a gatekeeper that the company’s return on capital must exceed its weighted average cost of capital. Targeted HEPS growth is equal to CPI plus the annual growth in GDP. Vesting is on a sliding scale Annual awards of bonus-matching shares are linked directly to achieving the STI in the prior financial year. If no STI is earned, bonus-matching shares are not awarded A performance differentiation tool (PDT) is used to modify the standard quantum of SARs and bonus matching shares, based on an individual’s personal performance, leadership and ability. This is a discretionary percentage ranging from 0% to 200% Executive management and other senior management may voluntarily defer a portion (25%, 33% or 50%) of their STI award into deferred bonus shares, which are then matched 1:1 by the company in the form of company-matching shares. Both deferred bonus shares and company-matching shares vest three years after grant If no bonus is earned or a participant elects not to voluntarily defer a portion of their STI, no deferred bonus shares and company-matching shares will be awarded. There will be no upward adjustment of other share instruments to compensate for this. Vesting periods Bonus matching, deferred bonus and company-matching shares: these are subject to continued tenure for three years after being granted SARs: these will vest in equal thirds on the third, fourth and fifth anniversaries of the date of allocation, but need not be exercised until the sixth anniversary, when they must be exercised or will lapse. Vesting will depend on the company’s performance relative to specified conditions, as set out above, measured over a three-, four- and five-year period respectively. Historical LTI information Performance shares The last awards of performance shares were made in February 2016 and in May 2016. The vesting of these awards would be determined by the company’s comparative total shareholder return (TSR) relative to the TSR of the constituent members of the FINDI 30 index. The vesting of the 2016 performance shares will thus be based on Tiger Brands’ relative TSR position over the three-year vesting period, as follows: Position 15 out of 30: the targeted number (one-third of maximum number) of performance shares awarded will vest Position 7 or better: the maximum number (three times targeted number) of performance shares awarded will vest Position 23 or worse: all performance shares awarded will be forfeited Between position 7 and 15, or between 15 and 23: a pro-rated number of performance shares will vest. Any performance shares that do not vest at the end of the three-year period will be forfeited. SARs performance conditions for previous allocations For outstanding SARs allocated before December 2016, the performance vesting conditions are based on a targeted rate of 3% per annum real growth in HEPS over three-, four- and five-year periods. Percentage threshold levels for real HEPS growth and corresponding percentage of allocation to vest: >0% and <0,5%              5% ≥0,5% and <1,0%        10% ≥1,0% and <1,5%        16% ≥1,5% and <2,0%        27% ≥2,0% and <2,5%        44% ≥2,5% and <3,0%        75% ≥3,0%                           100%
Share appreciation rights		The following ranges of SARs, based on the face value of awards, apply to the categories of staff covered by this report:
Value of awards		Employee category   % of GP CEO   151%1 CFO   145% Prescribed officers and executive directors   110% 1 The policy for the SARs multiple is 151% (face value). However, when the CEO was appointed in May 2016, specific SARS multiples were included in his employment contract for allocation until the last allocation in December 2018. Thereafter, the policy will apply.
Calculation		The number of SARs at award date is determined as follows: SARs = (GP x SARs multiple/share price) x PDT multiplier
Share price		The share price is determined based on the volume-weighted average price (VWAP) for the 10 trading days before the issue date.
Vesting		Vesting occurs according to the following pattern:     Year from award date     0   1   2   3   4   5 Vesting               1/3   1/3   1/3
Performance metrics		Performance metrics that determine vesting (in addition to continued employment) are defined as: Metric   Weight   0% vesting   Maximum 100% vesting HEPS growth   100%   CPI and below   CPI + GDP Pro rata vesting on linear scale if HEPS growth > CPI but below CPI + GDP rate. Further vesting condition: Average annual return on capital over the relevant performance period must exceed the company’s weighted average cost of capital (WACC).
Fair value		To illustrate the target and maximum outcomes of total remuneration as set out here , the face value of SARs was based on a defined % of GP (assuming ‘on-target’ and ‘maximum’ performance will be met), with the fair value of SARs calculated at 30% of this face value.
Bonus-matching shares		The following multiples of bonus-matching shares, based on the face value of STI award, apply to the employee categories covered by this report:
Value of awards		Employee category   % of STI earned (face value) CEO   50% CFO   50% Prescribed officers and executive directors   50%
Calculation		The number of bonus-matching shares at award date is determined as follows: Bonus-matching shares = (actual STI x 50%/share price) x PDT multiplier
Share price		The share price is determined based on the VWAP for the 10 trading days before the issue date.
Vesting		Vesting occurs according to the following pattern:     Year from award date     0   1   2   3   4   5 Vesting               100%
Performance metrics		There are no further performance conditions to determine vesting, which is therefore time-based. The reason for no further vesting condition is that the quantum of bonus-matching shares is directly linked to the bonus. Performance is required ‘on the way in’ to earn the bonus. If STI targets are not met, no STI is earned, hence no bonus-matching shares will be allocated.
Fair value		To illustrate the target and maximum outcomes of total remuneration set out here, the face value of bonus-matching shares was based on a defined % of STI earned. The fair value of the bonus-matching shares was calculated at 90% of this face value.
Deferred bonus shares and company-matching shares		The CEO, CFO, executive directors, prescribed officers and members of the executive team may be granted deferred bonus shares and company matching shares on the following basis: Upon election by the individual, a percentage of the STI (25%, 33% or 50%) may be deferred and converted into deferred bonus shares, with additional company-matching shares being granted by the company.
Value of awards		Deferred bonus shares and company-matching shares are only awarded if a bonus/STI was earned. Hence performance is ‘on the way in’.
Calculation		The number of deferred bonus shares and company-matching shares, at award date, is determined as: Deferred bonus shares and company-matching shares = (actual STI deferred x 2/share price
Share price		The share price is determined based on the VWAP for the 10 trading days before the issue date.
Vesting		Vesting for deferred and company-matching shares occurs according to the following pattern:     Year from award date     0   1   2   3   4   5 Vesting               100%
Performance metric		There are no further performance conditions to determine vesting.
Fair value		To illustrate the target and maximum outcomes of total remuneration set out here, the face value of deferred bonus shares and company-matching shares was calculated on the assumption that the maximum of 50% of the STI will be deferred. The fair value was calculated at 90% of this face value.
Dilution		Under the rules of the Tiger Brands Phantom Cash Option Scheme (replaced by the LTIP), at any point the aggregate number of unexercised phantom options is limited to 10% of the total issued share capital of the company. At 30 September 2018, aggregate outstanding options under the scheme represented 0,02% (2017: 0,06%) of the company’s issued share capital. The maximum aggregate number of shares that may be acquired by participants under the LTIP and any other share plan may not exceed 5,5 million shares; and for any one participant 550 000 shares. In determining these limits, shares acquired through the JSE and transferred to participants are not considered. At 30 September 2018, the aggregate number of shares that may be acquired by participants under the various schemes was 1 898 112 (2017: 1 742 012), which represents approximately 1% of the number of issued ordinary shares. This is in line with market practice.
BEE schemes		Two schemes were previously established as part of the company’s black empowerment strategy: Tiger Brands Black Managers Trust (BMT I) » Established in 2005 to attract and retain diverse talent » Rights allocated – Tiger Brands shares. Rights are settled after making the required capital contributions to BMT I at any time after the specified lock-in period, ie from 1 January 2015. For all rights allocated after 31 July 2010, the lock-in date varies depending on the date of allocation. Periodically, new allocations are made to new joiners and top-up allocations are made to existing participants promoted to higher grades as shares became available after forfeitures Tiger Brands Black Managers Trust II (BMT II) » Established in 2009 » Scheme terminated on 31 December 2017 » On termination, R574,8 million (pre-tax) was paid out to participants Thusani Trust » Established in 2005 as part of the company’s BEE phase I empowerment initiative. The trust’s resources were enhanced in 2009 under the company’s BEE phase II transaction » As part of our social investment initiatives, the trust provides bursaries for tertiary education to dependants of permanently employed black employees who might not otherwise be able to afford this cost
Changes for FY19		To focus on our long-term strategy execution, we have revised LTI performance conditions for share appreciation rights by including ROIC. As such, we have implicitly aligned the interests of our shareholders and employees. Vesting conditions are summarised below: Metric   Measurement   Weight   0%   25%   100% HEPS   Compound annual growth   50%   Full vesting: HEPS = > CPI + rate of growth in GDP (measured on an annual compound basis over the applicable period)             Pro rata vesting on a linear scale: HEPS growth > CPI but below CPI + GDP rate. No vesting if HEPS < = CPI ROIC   Average published ROIC measured over 3, 4 and 5 years for each one-third tranche   50%   Less than WACC+1%   WACC+1%   WACC+2% and above WACC: weighted average cost of capital.

Minimum shareholding policy

Description

We have a minimum shareholding policy, where executives are expected to build up their personal shareholding in the company to at least 150% of GP (for CEO) and 100% of GP for other exco members. Executives have six years to build up these holdings. Executives who were in service when the policy was adopted have six years to build up their shareholding from date of adoption. Executives appointed after adoption have six years to build their shareholding from date of appointment. They may use a portion of their STI, any vesting LTIs or their own resources to acquire these shares. Name   Date of engagement   GP*   Value of       shares       held**   % of GP   Target % of GP   Years remaining to meet target LC Mac Dougall   10/05/2016   R9 083 550      R172 263         2%   150%   4 NP Doyle   01/07/2012   R6 549 750      R2 305 144         35%   100%   4 P Spies   01/02/2017   R4 853 000      0         0%   100%   5 Y Maharaj   01/07/2018   R4 850 000      0         0%   100%   6 PD Sithole   01/08/2012   R4 549 157      0         0%   100%   6 * GP as at 30 September 2018. ** Value calculated with reference to the closing price of a Tiger Brands share at 28 September 2018, ie R265,02. For FY19, we have increased the minimum shareholding for the CEO from 150% to 200% to align with market practice.

Clawback and malus

Description

From FY19, we have implemented a clawback and malus policy to minimise risk. The central tenets of the policy include: In the event that the remuneration committee, in consultation with the board and/or any committee of the board, believes that a trigger event has occurred, it has full discretion to reduce, in part or whole, unvested variable remuneration before the end of the vesting or payment period – malus. It is the responsibility of the remuneration committee, in consultation with the board and/or any committee of the board, to implement clawback for the whole or portion of vested variable remuneration in the event of a trigger event over a period of three years from the date on which payment was made of such vested variable remuneration. Trigger events include, but are not limited to: Material misstatement of financial results Misconduct, incompetence, fraud, dishonesty Negligence or material breach of obligations to the company Deliberate harm to the company’s reputation Material failure of risk management.

Illustrating potential remuneration outcomes

The variable pay arrangements described on the previous pages have various potential outcomes. These outcomes could be from zero (minimum) to the expected level of performance outcomes (target) to the maximum potential variable pay outcomes (maximum).

In the illustrations presented below, it should be noted that:

• STI represents the cash component of short-term performance
• LTI represents the total of share appreciation rights awards, bonus-matching awards, deferred bonus shares and company-matching shares.

CEO

The potential total remuneration outcomes for the CEO are as follows:

R’000			GP		STI		LTI		Total
	Minimum		9 084		0		0		9 084
	On-target		9 084		5 450		5 723		20 256
	Maximum		9 084		14 307		16 146		39 536

CFO

The potential total remuneration outcomes for the CFO are as follows:

R’000			GP		STI		LTI		Total
	Minimum		6 550		0		0		6 550
	On-target		6 550		3 930		4 126		14 606
	Maximum		6 550		10 316		11 642		28 508

Prescribed officers (on average)

The potential total remuneration outcomes for prescribed officers are as follows:

R’000			GP		STI		LTI		Total
	Minimum		4 751		0		0		4 751
	On-target		4 751		2 375		2 637		9 763
	Maximum		4 751		6 235		7 180		18 166

Group executive committee (on average)

The potential total remuneration outcomes for other members of the group executive committee are as follows:

R’000			GP		STI		LTI		Total
	Minimum		3 790		0		0		3 790
	On-target		3 790		1 807		2 044		7 641
	Maximum		3 790		9 138		9 455		22 384

Executive service contracts

Senior executives are employed full-time under standard agreements, with a notice period of three months. We strive to bind all senior executives by a restraint-of-trade agreement. To the extent that executives have access to proprietary business insights and intellectual property, Tiger Brands will enforce the agreement should they join a competitor. The restraint comprises a three-month notice period or three months’ special leave (paid as a three-month lump sum (based on guaranteed package) on termination).

Payments on termination of employment

Remuneration policy component		Voluntary termination (ie resignation)		Involuntary termination (retrenchment, retirement, death)
Guaranteed package		Paid up to last date of service		Paid up to last date of service including notice period, where applicable
Medical aid		Benefit continues to last date of service		Benefit continues up to last date of service. Employees who qualify for post-retirement medical aid funding will continue to receive the employer contribution with effect from their normal retirement date.
Retirement and risk plans		Employer contributions paid until last date of service. Employee is entitled to the value of the investment
Other benefits		Not applicable		Severance package – 1 or 2 weeks for every completed year of service in terms of the relevant rules
Short-term incentive		No pro rata bonus paid		Pro rata STI payment (based on extent of achieving specified financial and strategic targets for the period and a personal performance agreement being in place at the date of exit)
Long-term incentives		All unvested awards (other than certain deferred bonus shares) will be forfeited		Depending on the nature of the unit (ie SARs, bonus-matching shares, deferred bonus shares or company-matching shares) and reasons for termination, a participant may retain all units or a pro rata portion. Accelerated vesting and settlement of retained units may apply in certain circumstances.

External board appointments

Tiger Brands encourages members of the executive committee to consider accepting appropriate opportunities to serve as non-executive directors on the main board or committees of external companies. We believe this encourages our executives to broaden their skills base and experience.

Under a formal policy, an executive is limited to one substantive outside directorship. The chairman of the Tiger Brands board, chairman of the nominations committee, and chairman of the remuneration committee are required to authorise these appointments based on a recommendation from the CEO. Other than in respect of their appointment to the boards of associate companies, directors’ fees under this policy may be retained by the individual. Other than associate companies, Tiger Brands currently has no executive members serving as non-executive directors on the main boards or committees of external companies.

Details of exco members serving on the boards of associate companies appear here.

Non-executive directors

Fees and approval process

Non-executive directors are paid an annual retainer that reflects their overall contribution and input to the company, and not just for attendance at board and committee meetings.

Fees are reviewed annually and increases are implemented in March after approval at the AGM. A bespoke survey is conducted every two years to benchmark these fees against South African companies listed on the JSE, based on market capitalisation, revenue, total assets and number of employees. These are similar metrics to that of the benchmark group for executive directors and prescribed officers but further expanded to include the diversity of skill and calibre required on the board or relevant committee.

Companies included in the peer group are detailed below:

RCL Foods Limited		The Spar Group Ltd		MTN Group Ltd
Blue Label Telecoms Ltd		Clicks Group Ltd		Vodacom Group Ltd
Pioneer Food Group Ltd		Sappi Group		Standard Bank Group Ltd
Telkom SA SOC Ltd		Woolworths Holding Ltd		Datatec Ltd
Distell Group Ltd		Aspen Pharmacare Holdings Ltd		JD Group Ltd

Targeted remuneration for FY18 is the 50th percentile of the peer group. In line with the revision of our internal anchor point, from FY19 the targeted remuneration will be moved to the 65th percentile of the peer group.

Non-resident non-executive directors are paid a premium in comparison to resident directors. The table below shows the range of the premium paid to non-resident non-executive directors across large JSE-listed organisations in various industries:

Target position		Premium for non-resident non-executive directors
Minimum		85%
Maximum		307%
Average		185%
Median		174%

The median for non-resident non-executive directors’ fees is at a premium of 174% above resident fees. Tiger Brands currently pays a premium of 130% for non-resident non-executive directors, which is below the market median.

The chairman does not receive any additional remuneration for participating in committees of the board. Non-executive directors who perform services outside the scope of their ordinary duties will not receive additional remuneration. Shareholder approval will be sought for increasing non-executive directors’ fees, including fees paid for attending special board meetings. Details of proposed increases for 2019 appear in the notice of AGM of shareholders to be held on 19 February 2019.

Details of non-executive directors’ fees paid in the review period appear here.

SECTION 3: IMPLEMENTATION REPORT

Voting outcomes

Results of voting at the 2018 and 2017 AGM are indicated below:

% vote in favour	February 2018	February 2017
Remuneration policy	73,41%	53,80%
Remuneration implementation	82,59%	n/a
Non-executive directors’ fees	99,80%	99,95%

Summary of shareholder feedback and responses

The following common themes were noted by shareholders:

Shareholder feedback		Tiger Brands response and actions
A sign-on bonus was paid; however, reasons for the payment were not sufficiently explained. There is a preference for sign-on bonuses to include restricted shares.		Should any sign-on bonuses be awarded in future, greater detail on reasons for the award will be provided to improve disclosure. In addition, for executive appointments in FY18, all sign-on LTI awards were made in the form of SARs, which have vesting conditions attached. Y Maharaj was paid a sign-on bonus of R1 000 000. In addition, he will receive a share allocation of 20 000 Tiger Brands shares and 17 000 Adcock Ingram shares in terms of the Tiger Brands Black Managers Trust Scheme. The sign-on bonus and share award are in lieu of STI and LTI forfeited at his former employer. Other strategic appointments to the executive committee and sign-on payments were made, as disclosed in the annual financial statements here.
Matching plans are not believed to be best practice, as these provide a mechanism for additional shares to be awarded without any performance conditions attached.		The quantum of company matching shares (ie 100% matching) is directly linked to the STI. Performance is required ‘on the way in’ to earn the STI. Furthermore, company matching shares are only awarded on deferred bonus shares (which requires a voluntary deferral of the STI). Company matching shares are considered best practice on voluntary deferrals, and promote good behaviour (by encouraging the deferral of a portion of the STI, which supports a long-term view of performance and demonstrates commitment to the company).
The SARs vesting scale does not build in sufficient stretch. At entry level, HEPS growth should be in line with CPI+GDP, with pro rata vesting on a linear scale above this level. HEPS growth above CPI but below CPI+GDP should result in no payment.		Performance conditions for SARs are usually viewed as an underpin, with the embedded condition of share price growth being the primary objective. Market benchmarks for SARs targets are usually more moderate than those for full-value share awards.
Restricted share awards in the form of bonus matching shares, bonus deferral shares and company-matching shares are not subject to performance conditions.		The performance criteria are determined ‘on the way in’, through individual performance ratings and STI financial targets. If no STI is earned, no restricted shares are awarded.
Performance measures should include both financial and non-financial (sustainability) KPIs.		The STI is a multiplier scheme, aligned with global best practice, using a business modifier that primarily focuses on financial metrics to ensure alignment with shareholder outcomes, as well as a personal performance modifier, which differentiates based on achieving agreed strategic initiatives (including sustainability targets), as well as an individual’s KPIs. This ensures personal accountability for the financial and strategic aspects of the business. From FY19, a group-wide STI scorecard, which includes financial and non-financial metrics (sustainability), has been introduced. The LTI scheme also has a performance differentiator (PDT tool) which ensures personal accountability for non-financial KPIs.
The LTI scheme has a minimum hurdle rate which equates to the company’s cost of capital. Hurdles to measure operational returns in excess of cost of capital plus an appropriate margin are recommended.		Introducing an additional performance metric into the SARs element of the LTI scheme for FY19. There will be two metrics, each with an equal weighting: 50% HEPS growth (as per the current scheme) and 50% ROIC (new metric).
Individual maximum limits for STI and LTI schemes are not explicit.		Individual maximum limits are set in terms of the STI and LTI schemes. This has been clarified in the FY18 remuneration report.
No clawback policy in place.		A clawback and malus clause has been included in the remuneration policy from FY19.
Limited disclosure on STI targets.		STI target disclosure has been enhanced in the FY18 remuneration report.
The personal performance multiplier in the STI is an output of an individual’s KPIs, which focus on long-term business goals. It is recommended that these KPIs be disclosed.		STI scorecards for the group and operational/functional units to be introduced for FY19. The scorecards contain both financial and strategic objectives.
Lack of a return on capital metric in the STI scheme.		RONA has been included in KPIs for FY18.
An EBIT weighting of 35% is excessive. It may provide sufficient incentive to leadership to pursue mergers and acquisitions which come at the expense of HEPS and DPS. To align better with shareholder interests, a per-share metric is recommended.		This concern is already fully addressed in the rules of the STI scheme. In the event of an unbudgeted acquisition or disposal, the remuneration committee will adjust reported results for the impact of such acquisition or disposal to ensure actual business performance is directly comparable with agreed financial targets.
There is no distinction in non-executive director fees between a base fee and an attendance fee per meeting as per King III.		As part of the non-executive director survey, benchmarking is conducted on a holistic fee per committee, which includes a base fee, preparation and attendance fee. It is most common to just pay a retainer. King IV has replaced King III and no longer requires this separation. In addition, most companies pay a retainer rather than a per-meeting fee, and there is some sentiment in the market that a retainer is more appropriate as it reflects the director’s inputs throughout the year, not just in meetings.
Non-executive directors are paid hourly fees for extra work, which implies they could be paid for consultancy work. This may negatively impact their ability to function independently.		Payment of hourly fees will be discontinued from FY19. Under exceptional circumstances, if it is deemed appropriate to pay hourly fees, the specific resolution to approve remuneration to non-executive directors for attending unscheduled meetings and performing extraordinary additional work will be split to allow shareholders to exercise their right in voting against the payment of hourly fees.
Non-resident non-executive directors are paid a premium of 130% relative to resident directors. The rationale for the high premium should be disclosed.		Considering the need to have a team of non-executive directors who are both commercially and technically strong, as well as to ensure that there is diversity and independence in strategic decision making, we have appointed non-resident non-executive directors. Market benchmarking indicates that the 130% premium is on the lower side for non-resident directors. Non-resident non-executive director fees are usually between two and three times fees paid to SA non-executive directors. This has been contextualised in the FY18 remuneration report in the outcome of the market survey.

For the review period, in addition to financial targets, the following KPIs as per the balanced scorecard applied to the CEO, CFO and Prescribed officers. The level of achievement is reflected alongside each KPI:

KPIs scorecard
Top Tier Financial Results Revenue Gross margin Productivity/cost savings Return on net assets		Market Performance Market share (value) On shelf availability Innovation rate Power in mind (brand health)		Compliance Zero high risk audit findings Reduction in consumer complaints Safety (lost time injury frequency rate) BBBEE implementation		Top Tier Financial Results Improved employee engagement Employee development plans in place Diversity and inclusion

Met

Partially met

Not met

The implementation report details the outcomes of implementing the approved policy in the current financial year.

2018 guaranteed package

The following increases to guaranteed packages were implemented in the reporting period for executive directors and prescribed officers. New amounts were effective from 1 December 2017:

	1 Dec 2017 to 30 Nov 2018 R		1 Dec 2016 to 30 Nov 2017 R		% increase
Executive directors
LC Mac Dougall	9 083 550		8 610 000		6
NP Doyle	6 549 750		6 150 000		7
CFH Vaux*	5 236 335		4 963 351		5
Prescribed officers
AG Kirk**	4 842 563		4 590 107		6
PW Spies	4 853 000		4 600 000		6
Y Maharaj***	4 850 000		n/a
PD Sithole****	4 549 157		3 973 063		14,5

*		Stepped down from the board on 20 February 2018.
**		Resigned on 31 August 2018.
***		Joined on 1 July 2018.
****		Categorised as prescribed officer 1 October 2017 in line with the new operating model.

The average increase of 6% (2017: 4,1%) for executive directors and prescribed officers compares to an average of 6% (2017: 4%) for the rest of the company.

2018 short-term incentive

As indicated in the policy section, the STI for executive directors and prescribed officers is based on the combination of a business multiplier and personal performance multiplier.

Executive directors

The business multiplier for executive directors is weighted according to the table below. Results for FY18 were as follows:

	Target					Achievement
		Threshold	On-target	Stretch
KPI	Weighting	Business multiplier = 50%	Business multiplier = 100%	Business multiplier = 150%		Actual result	Weighted result
HEPS	35%	94%	100%	104%		<94%	0%
EBIT	35%	91,80%	100%	104%		<91,80%	0%
Volume growth	15%	75%	100%	140%		<75%	0%
Net working capital	15%	101%	100%	97%		>101%	0%
Total	100%						0%

Notes:
1.	The targeted percentages for “threshold”, “on-target” and “stretch” as set out above per KPI represent the targeted percentage achievement of the underlying budgeted amounts.
2.	Linear vesting will apply if the actual result falls between “threshold” and “on-target” or between “target” and “stretch”.

Targets for the STI for 2017 and 2018 were not met, hence no STI was paid.

The FY18 personal performance multiplier is the aggregated result of assessing the KPIs for the relevant executive, as follows:

LC Mac Dougall

NP Doyle

CFH Vaux*

Executive directors KPIs

Weighting

Not met

Partially met

Met

Exceeded

Not met

Partially met

Met

Exceeded

Not met

Partially met

Met

Exceeded

Top-tier financial results

Revenue

Gross margin

Productivity/cost savings

Return on net assets

Market performance

Market share

On-shelf availability

Innovation rate

Power in mind (brand health)

Compliance

Zero level 1 audit findings

Reduction in consumer complaints

Safety (LTIFR)

BBBEE implementation

People

Improved employee engagement

Employee development plans in place

Diversity and inclusion

Individual KPIs

* CFH Vaux stepped down as an executive director in February 2018

No STI was awarded to executive directors as illustrated below:

	GP* R		On-target %		Business multiplier %		Personal performance multiplier %		STI award       2018** R	STI award       2017** R
LC Mac Dougall	9 083 550	x	60	x	0	x	100	=	0	0
NP Doyle	6 549 750	x	60	x	0	x	100	=	0	0
CFH Vaux***	5 236 335	x	60	x	0	x	110	=	0	0

*	GP at 30 September 2018.
**	Includes value of bonus deferral.
***	Stepped down as an executive director in February 2018.

Prescribed officers

The business multiplier for prescribed officers is weighted according to the table below. The results for FY18 were as follows:

			Target				Achievement
			Threshold	Target	Stretch
KPI	Weighting		Business multiplier = 50%	Business multiplier = 100%	Business multiplier = 150%		Actual result	Weighted result
EBIT	70%		91,80%	100%	104%		<91,80%	0%
Volume growth	15%		75%	100%	140%		<75%	0%
Net working capital	15%		101%	100%	97%		>101%	0%
Total	100%							0%

Notes:
1.	The targeted percentages for “threshold”, “on-target” and “stretch” as set out above per KPI represent the targeted percentage achievement of the underlying budgeted amounts.
2.	Linear vesting will apply if the actual result falls between “threshold” and “on-target” or between “target” and “stretch”.

The overall business multiplier result for prescribed officers is 0% in comparison to 101,1% in 2017.

The FY18 personal performance multiplier is the aggregated result of assessing the KPIs for the relevant executive, as follows:

	PW Spies					PD Sithole
Prescribed officers KP	Not met	Partially met	Met	Exceeded		Not met	Partially met	Met	Exceeded
Top-tier financial results
Revenue
Gross margin
Productivity/cost savings
Return on net assets
Market performance
Market share
On-shelf availability
Innovation rate
Power in mind (brand health)
Compliance
Zero level 1 audit findings
Reduction in consumer complaints
Safety (LTIFR)
BBBEE implementation
People
Improved employee engagement
Employee development plans in place
Diversity and inclusion
Individual KPIs

No STI was awarded to prescribed officers as illustrated below:

	GP* R		On-target %		Business multiplier %		Personal performance multiplier %		STI award       2018** R	STI award       2017** R
AG Kirk***	–	x	50	x	0	x	0	=	–	2 320 310
PW Spies	4 853 000	x	50	x	0	x	110	=	–	1 782 738
Y Maharaj****	4 850 000	x	50	x	0	x	0	=	–	–
PD Sithole*****	4 549 157	x	50	x	0	x	120	=	–	2 610 911

*		GP as at 30 September 2018.
**		Includes value of bonus deferral.
***		Resigned on 31 August 2018.
****		Appointed 1 July 2018.
*****		Categorised as prescribed officer 1 October 2017 in line with the new operating model.

2018 long-term incentive

Long-term incentive awards made during the year to executive directors and prescribed officers are set out below:

				SARs				Bonus-matching shares					Deferred bonus shares and company-matching shares
Name	PDT          multiplier***	GP		Award %	Face value	Number		STI**	Award %	Face value	Number		Match %	Face value	Number
LC Mac Dougall*	100%	9 083 550		41	3 725 906	8 990		–	50	–	–		100	–	–
NP Doyle*	200%	6 549 750		145	18 994 244	45 830		–	50	–	–		100	–	–
CFH Vaux*	0%	5 236 335		–	–	–		–	–	–	–		100	–	–

		Expected value (based on fair value)
Name		SARS	Bonus- matching shares	Deferred bonus shares and company-matching share
LC Mac Dougall*		1 117 772	–	–
NP Doyle*		5 698 273	–	–
CFH Vaux*		–	–	–

*		Allocated on 11 December 2017 at a VWAP of R414,45.
**		STI in respect of the year ended 30 September 2017.
***		A performance differentiation tool (PDT) is used to modify the standard quantum of SARs and bonus-matching shares, based on an individual’s personal performance, leadership and ability. This is a discretionary percentage ranging from 0% to 200%.

Due to the executive directors STI targets not being met in FY17 performance, no bonus-matching and subsequently deferred bonus shares and company-matching shares were awarded to executive directors. Only share appreciation rights were awarded. Bonus matching shares, deferred bonus shares and company matching shares were awarded to Prescribed officers in addition to Share Appreciation Rights as the Prescribed officers STI targets were met.

				SARs				Bonus-matching shares					Deferred bonus shares and company-matching shares
Name	PDT          multiplier***	GP		Award %	Face value	Number		STI**	Award %	Face value	Number		Match %	Face value	Number
P Spies*	137,5%	4 853 000		110	7 339 910	17 710		1 782 738	50	1 226 772	2 960		100	1 786 280	4 310
AG Kirk*	137,5%	4 842 563		110	7 327 476	17 680		2 320 310	50	1 595 633	3 850		100	2 320 920	5 600
PD Sithole*	200,0%	4 549 157		110	10 008 968	24 150		2 610 911	50	2 611 035	6 300		–	–	–

		Expected value (based on fair value)
Name		SARS	Bonus- matching shares	Deferred bonus shares and company-matching share
P Spies*		2 201 973	1 104 095	1 607 652
AG Kirk*		2 198 243	1 436 069	2 088 828
PD Sithole*		3 002 690	2 349 932	–

*		Allocated on 11 December 2017 at a VWAP of R414,45.
**		STI in respect of the year ended 30 September 2017.
***		A performance differentiation tool (PDT) is used to modify the standard quantum of SARs and bonus-matching shares, based on an individual’s personal performance, leadership and ability. This is a discretionary percentage ranging from 0% to 200%.

LTI awards vesting or with a performance period ending in 2018

The outcome for awards due to vest in FY18, and whose performance conditions ended by 30 September 2018, are shown below. This applies to all eligible participants.

		LTI measures
LTI allocation		Total shareholder return	Real HEPS growth		Performance  condition result  (% vesting)
Company-matching shares granted in 2015**		n/a	n/a		100% (time-based vesting)
Deferred bonus shares granted in 2015**		n/a	n/a		100% (time-based vesting)
Bonus-matching shares granted in 2015**		n/a	n/a		100% (time-based vesting)
Performance shares granted in 2015**#			n/a		175%
Phantom cash share options granted in 2013 – third tranche**@		n/a			0%*
Share appreciation rights granted in 2013 – third tranche**		n/a			0%
Share appreciation rights granted in 2014 – second tranche**		n/a			100%
Share appreciation rights granted in 2015 – first tranche**		n/a			27%

*		Only 50% of allocation subject to performance conditions.
**		In general, LTI allocations vested in 2018. However, the vesting date is extended for certain employees as a result of them being included in an employer-enforced voluntary closed period.
#		Performance shares are no longer awarded. The last allocation was in May 2016.
@		Phantom cash share options are no longer awarded. The last allocation was in February 2013.

Met

Partially met

Not met

Payments for termination of office

No additional payments were made for executives terminating office.

Compliance with remuneration policy

There were no deviations from the remuneration policy in the financial year.

Single total figure of remuneration

The following tables disclose total remuneration received and receivable by executive directors and prescribed officers for the period 1 October 2017 to 30 September 2018:

Executive directors

		LC Mac Dougall						NP Doyle						CFH Vaux*
Remuneration element		FY18 R		FY17 R		%		FY18 R		FY17 R		%		FY18 R		FY17 R		%
Basic salary		8 511 653		8 058 719				5 497 977		5 211 772				1 967 786		4 531 406
Retirement funding		339 880		429 695				913 148		923 969				145 875		406 707
Other benefits		153 092		149 432				72 000		72 000				22 648		51 504
Guaranteed package		9 004 625		8  637  846				6 483 125		6 207  742				2 136 309		4  989  618
Short-term incentive		–		–				–		–				–		–
Cash remuneration		9 004 625		8 637 846				6 483 125		6 207 742				2 136 309		4 989 618
SARs		–		–				–		–				725 158		–
Bonus-matching shares		–		–				–		–				–		–
Deferred bonus shares and company-matching shares		–		–				–		–				–		–
Total remuneration		9 004 625		8 637 846		4,2		6 483 125		6 207 742		4,4		2 861 467		4 989 618

* Stepped down as an executive director in February 2018.

Prescribed officers

		AG Kirk**						PW Spies
Remuneration element		FY18 R		FY17 R		%		FY18 R		FY17 R		%
Basic salary		3 860 556		3 955 010				4 029 942		2 343 743
Retirement funding		316 384		390 999				344 639		250 723
Other benefits		220 000		240 000				408 446		2 002 282
Guaranteed package		4 396 940		4 586 009				4 783 027		4 596 748
Short-term incentive		–		2 320 310				–		1 782 738
Cash remuneration		4 396 940		6 906 319				4 783 027		6 379 486
SARs		–		–				–		–
Bonus-matching shares		–		–				–		–
Deferred bonus shares and company-matching shares		–		–				–		–
Total remuneration		4 396 940		6 906 319		(36,3)		4 783 027		6 379 486		(25,0)

** Resigned on 31 August 2018.

		Y Maharaj ***						PD Sithole
Remuneration element		FY18 R		FY17 R		%		FY18 R		FY17 R		%
Basic salary		1 021 587						3 988 160		3 435 295
Retirement funding		84 797						344 981		363 047
Other benefits		1 106 116						141 624		120 000
Guaranteed package		2 212 500						4 474 765		3 918 342
Short-term incentive		–						–		2 610 911
Cash remuneration		2 212 500						4 474 765		6 529 253
SARs		–						–		–
Bonus-matching shares		–						–		–
Deferred bonus shares and company-matching shares		–						–		–
Total remuneration		2 212 500						4 474 765		6 529 253		(31,5)

***	Paid a combination of a sign on bonus (R1 000 000) and share allocation (20 000 Tiger Brands shares and 17 000 Adcock Ingram shares in respect of the Tiger Brands Black Managers Trust), still to be allocated, in lieu of STI and LTI forfeited at his former employer.

Number and value of LTI share awards

Disclosure of the quantum and value of awards for the CEO and CFO outstanding at the beginning of the reporting period, as well as new awards made in the period, are provided in the tables here , with the cash value of awards settled during the reporting period indicated in the value-based tables.

Schedule of LTI awards

Unvested awards and cash flow from settling LTI awards for the CEO and CFO are tabulated below:

Name and awards	Award date	Vesting      date	Grant  share price  at award  ZAR	Opening  number	Granted  during  the year	Forfeited  during year	Performance  condition  achieved	Settled  during  the year
LC Mac Dougall
2016 deferred bonus shares	07/12/2016	07/12/2019	–	650	–	–	–	–
2016 company-matching shares	07/12/2016	07/12/2019	–	650	–	–	–	–
2016 bonus-matching shares	07/12/2016	07/12/2019	–	650	–	–	–	–
2016 performance shares	24/05/2016	24/05/2019	–	8 160	–	–	–	–
2016 SARs	24/05/2016	24/05/2019	341,68	12 000	–	–	–	–
		24/05/2020	341,68	12 000	–	–	–	–
		24/05/2021	341,68	12 000	–	–	–	–
2016 SARs	07/12/2016	07/12/2019	395,97	10 946	–	–	–	–
		07/12/2020	395,97	10 947	–	–	–	–
		07/12/2021	395,97	10 947	–	–	–	–
2017 SARs	11/12/2017	11/12/2020	414,45	–	2 996	–	–	–
		11/12/2021	414,45	–	2 997	–	–	–
		11/12/2022	414,45	–	2 997	–	–	–
Total				78 950	8 990	–	–	–
NP Doyle
2015 company-matching shares	03/12/2015	03/12/2018	–	2 688	–	–	–	–
2015 deferred bonus shares	03/12/2015	03/12/2018	–	2 688	–	–	–	–
2016 company-matching shares	07/12/2016	07/12/2019	–	1 060	–	–	–	–
2016 deferred bonus shares	07/12/2016	07/12/2019	–	1 060	–	–	–	–
2015 bonus-matching shares	04/02/2015	04/02/2018*	–	2 320	–	–	–	–
2016 bonus-matching shares	09/02/2016	09/02/2019	–	1 330	–	–	–	–
2016 bonus-matching shares	07/12/2016	07/12/2019	–	1 590	–	–	–	–
2015 performance shares	04/02/2015	04/02/2018*	–	2 490	–	–	1 868	–
2016 performance shares	09/02/2016	09/02/2019	–	5 720	–	–	–	–
2012 Phantom Cash Share Options	02/07/2012	02/07/2015**	252,01	5 000	–	–	–	–
		02/07/2016**	252,01	5 000	–	–	–	–
		02/07/2017**	252,01	5 000	–	–	–	–
2013 Phantom Cash Share Options	13/02/2013	13/02/2016	299,83	5 000	–	–	–	–
		13/02/2017	299,83	5 000	–	–	–	–
		13/02/2018*	299,83	10 000	–	5 000	–	–
2014 SARs	28/02/2014	28/02/2017	254,45	6 067	–	–	–	–
		28/02/2018*	254,45	6 067	–	–	–	–
		28/02/2019	254,45	6 066	–	–	–	–
2015 SARs	04/02/2015	04/02/2018*	385,33	3 846	–	2 808	–	–
		04/02/2019	385,33	3 847	–	–	–	–
		04/02/2020	385,33	3 847	–	–	–	–
2016 SARs	09/02/2016	09/02/2019	291,71	7 623	–	–	–	–
		09/02/2020	291,71	7 623	–	–	–	–
		09/02/2021	291,71	7 624	–	–	–	–
2016 SARs	07/12/2016	07/12/2019	395,97	11 260	–	–	–	–
		07/12/2020	395,97	11 260	–	–	–	–
		07/12/2021	395,97	11 260	–	–	–	–
2017 SARs	11/12/2017	11/12/2020	414,45	–	15 276	–	–	–
		11/12/2021	414,45	–	15 277	–	–	–
		11/12/2022	414,45	–	15 277	–	–	–
Total				142 336	45 830	7 808	1 868	–

Name and awards	Closing number	Face value at award ZAR	Cash received ZAR	Value of shares acquired ZAR	Share price effect value of award ZAR	Effective performance target	Forfeited/ awarded during the year	Closing fair value vesting ZAR
LC Mac Dougall
2016 deferred bonus shares	650	257 381	–	–	–	–	–	167 089
2016 company-matching shares	650	257 381	–	–	–	–	–	167 089
2016 bonus-matching shares	650	257 381	–	–	–	–	–	167 089
2016 performance shares	8 160	2 788 109	–	–	–	–	–	172 583
2016 SARs	12 000	4 100 160	–	–	–	–	–	258 848
	12 000	4 100 160	–	–	–	–	–	372 600
	12 000	4 100 160	–	–	–	–	–	447 000
2016 SARs	10 946	4 334 288	–	–	–	–	–	226 363
	10 947	4 334 684	–	–	–	–	–	281 995
	10 947	4 334 684	–	–	–	–	–	339 576
2017 SARs	2 996	1 241 692	–	–	–	–	–	81 851
	2 997	1 242 107	–	–	–	–	–	96 533
	2 997	1 242 107	–	–	–	–	–	105 165
Total	87 940	32 590 292	–	–	–	–	–	2 883 781
NP Doyle
2015 company-matching shares	2 688	921 715	–	–	–	–	–	710 653
2015 deferred bonus shares	2 688	921 715	–	–	–	–	–	710 653
2016 company-matching shares	1 060	419 728	–	–	–	–	–	272 484
2016 deferred bonus shares	1 060	419 728	–	–	–	–	–	272 484
2015 bonus-matching shares	2 320	893 966	–	–	–	–	–	614 846
2016 bonus-matching shares	1 330	387 974	–	–	–	–	–	350 721
2016 bonus-matching shares	1 590	629 592	–	–	–	–	–	408 725
2015 performance shares	4 358	1 679 268	–	–	–	–	–	1 154 957
2016 performance shares	5 720	1 668 581	–	–	–	–	–	122 522
2012 Phantom Cash Share Options	5 000	1 260 050	–	–	–	–	–	65 050
	5 000	1 260 050	–	–	–	–	–	65 050
	5 000	1 260 050	–	–	–	–	–	65 050
2013 Phantom Cash Share Options	5 000	1 499 150	–	–	–	–	–	–
	5 000	1 499 150	–	–	–	–	–	–
	5 000	1 499 150	–	–	–	–	–	–
2014 SARs	6 067	1 543 748	–	–	–	–	–	180 069
	6 067	1 543 748	–	–	–	–	–	180 069
	6 066	1 543 494	–	–	–	–	–	233 602
2015 SARs	1 038	399 973	–	–	–	–	–	11 781
	3 847	1 482 365	–	–	–	–	–	44 587
	3 847	1 482 365	–	–	–	–	–	45 010
2016 SARs	7 623	2 223 705	–	–	–	–	–	226 327
	7 623	2 223 705	–	–	–	–	–	298 136
	7 624	2 223 997	–	–	–	–	–	374 415
2016 SARs	11 260	4 458 622	–	–	–	–	–	232 857
	11 260	4 458 622	–	–	–	–	–	290 058
	11 260	4 458 622	–	–	–	–	–	349 285
2017 SARs	15 276	6 331 138	–	–	–	–	–	417 340
	15 277	6 331 553	–	–	–	–	–	492 072
	15 277	6 331 553	–	–	–	–	–	536 070
Total	182 226	63 257 077	–	–	–	–	–	8 724 873

*	Vesting date extended as a consequence of the voluntary closed period.
**	Lapsing of shares extended as a consequence of closed period. Shares should have been exercised by 02/07/2018.

Interests of directors and prescribed officers in BBBEE schemes

No executive director or prescribed officer, other than PD Sithole who was granted 7 000 Tiger Brands and 5 950 Adcock Ingram Shares on 31 January 2013. In addition, Y Maharaj, will qualify to participate in the company’s BMT I scheme when he will be granted 20 000 shares in Tiger Brands Limited, once the closed period has been lifted.

PD Sithole was also granted 9 202 Tiger Brands shares in terms of the BMT II scheme on 30 September 2017. This grant is subject to a three year retention period which expires on 30 September 2020.

Non-executive directors’ remuneration 2018

The non-executive director remuneration paid during the year under review (as approved by shareholders on 20 February 2018) and the total comparative figure for 2017 are disclosed below, excluding VAT:

Committee	MO Ajukwu	SL Botha3	MJ Bowman	GA Klintworth1	M Makanjee	E Mashilwane
Board fees	890 074	93 929	386 989	229 000	386 989	386 989
Audit committee fees	–	–	–	–	–	168 896
Investment committee fees	–	–	25 552	–	–	–
Remuneration and nomination committee fees	–	23 548	214 717	–	97 017	–
Nomination committee fees	–	–	–	–	–	–
Social, ethics and transformation committee fees	–	–	–	–	177 186	–
Risk committee fees	318 258	–	–	–	–	–
Extraordinary fees	–	–	–	–	–	–
Ad hoc work/meetings	–	–	20 127	–	22 093	–
Total FY18	1 208 332	117 477	647 384	229 000	683 284	555 884
Total FY17	812 387	577 780	477 468	–	612 393	360 163

     

Committee	Dr KD Mokhele	RD Nisbet4	MP Nyama	YGH Suleman	BS Tshabalala2
Board fees	1 797 170	386 989	386 989	386 989	386 989
Audit committee fees	–	294 110	–	168 896	–
Investment committee fees	–	25 552	–	25 552	–
Remuneration and nomination committee fees	–	–	97 017	–	–
Nomination committee fees	–	–	–	–	–
Social, ethics and transformation committee fees	–	–	88 593	–	–
Risk committee fees	–	138 374	–	272 679	138 374
Extraordinary fees	–	–	–	–	–
Ad hoc work/meetings	8 334	27 989	–	22 093	–
Total FY18	1 805 504	873 012	572 598	876 207	525 362
Total FY17	1 280 705	819 716	553 695	745 002	93 929

1	Appointed 16 August 2018.
2	Resigned 15 August 2018.
3	Resigned 24 November 2017.
4	Resigned 7 September 2018.

Non-executive directors’ remuneration 2017

The non-executive director remuneration paid for the year ended 30 September 2017 is disclosed below, excluding VAT:

	MO Ajukwu	SL Botha	MJ Bowman	K Hedderwick1	M Makanjee	E Mashilwane2	Dr KD Mokhele6
Board fees	612 707	368 491	368 491	90 316	368 491	278 175	1 053 045
Carozzí board meeting	–	–	–	–	–	–	–
Audit committee fees	–	–	–	–	–	81 988	71 823
Investment committee fees	–	–	41 805	–	–	–	11 340
Remuneration committee fees	–	201 729	–	–	47 096	–	–
Nominations committee fees	–	7 560	–	–	7 560	–	–
Social, ethics and transformation committee fees	–	–	–	–	164 046	–	–
Risk committee fees	199 680	–	67 172	–	–	–	96 617
Extraordinary fees	–	–	–	–	–	–	–
Ad hoc work/meetings*	–	–	–	–	25 200	–	47 880
TOTAL FY17	812 387	577 780	477 468	90 316	612 393	360 163	1 280 705

	BL Sibiya3	RD Nisbet	MP Nyama	AC Parker4	YGH Suleman	BS Tshabalala5
Board fees	658 948	368 491	368 491	838 858	368 491	93 929
Carozzí board meeting	–	–	–	218 010	–	–
Audit committee fees	–	280 052	–	–	153 811	–
Investment committee fees	–	58 815	–	–	41 805	–
Remuneration committee fees	–	–	95 621	–	48 526	–
Nominations committee fees	–	–	7 560	–	–	–
Social, ethics and transformation committee fees	–	–	82 022	–	–	–
Risk committee fees	–	112 357	–	–	132 369	–
Extraordinary fees	–	–	–	–	–	–
Ad hoc work/meetings*	–	–	–	22 680	–	–
TOTAL FY17	658 948	819 716	553 695	1 079 548	745 002	93 929

1	Appointed on 1 December 2016 and resigned on 14 February 2017.
2	Appointed on 1 December 2016.
3	Resigned on 30 June 2017.
4	Resigned as chairman on 21 February 2017.
5	Appointed on 26 May 2017.
6	Appointed as chairman on 21 February 2017.
*	Paid for special meetings attended for committee of the board.

Non-executive directors’ remuneration 2019

The following table reflects proposed fees from 1 March 2019, excluding VAT, subject to the approval of shareholders at the AGM on 19 February 2019:

Forum		Capacity		Current rate effective March 2018		Proposed rate resident board members – effective March 2019		Proposed fees to be paid to non-resident board members – effective March 2019
Main board		Chairman		1 849 515		1 941 990		*
		Member		398 260		418 173		961 798
Audit		Chairman		302 676		326 890		*
		Member		173 815		186 851		*
Remuneration and nominations		Chairman		220 971		229 810		*
		Member		99 842		107 331		*
Risk		Chairman		280 621		290 443		*
		Member		142 404		148 100		340 629
Social, ethics and transformation		Chairman		182 347		195 111		*
		Member		91 173		98 467		*
Hourly fees				4 167		4 396		10 111
Extraordinary meetings				20 951		22 103		50 837

* Not applicable.

Non-binding advisory vote

Shareholders are requested to cast two separate non-binding votes on the remuneration policy and implementation report in parts 2 and 3 of this report.