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outcomes. The following key drivers will apply to the short-term

incentive scheme for executives:

• Financial (Earnings Before Interest and Tax (“EBIT”))

• Risk management as measured by the Audit and Risk

Committee

• Strategic impact

• Business unit specific objectives

Note that performance below threshold on any metric results in

a zero score for that proportion. Non-executive Directors are

not allowed to participate in any incentive scheme.

LONG-TERM INCENTIVES

The original long-term share-based scheme, created as part of

the warranty conditions set out in the Sale of Share Agreement

between the vendor consortium and AfroCentric during 2013,

has run its course. No further shares have been issued under

this particular scheme and all vesting conditions have been

met.

However, in terms of the rules of the scheme and for selective

executives employed at the time of the introduction of the

AfroCentric Share Warranty scheme, the available pool of

forfeited shares would be distributed on a percentage of

remaining shares held by participants. The total number of

shares available amounted to 1 518 605 shares which were

allotted to Mr Kevin Aron, Mr Tim Rametse, Mr Lee Callakoppen

and Mr Vijay Pillay.

NEW LONG-TERM INCENTIVES

Further to comparative peer group reviews, benchmarking and

best practice, our shareholders approved the implementation

of an employee share scheme and the Group’s remuneration

strategy will be further revised in consultation with shareholders

to make provision for an LTI scheme which will be launched

during the 2018 financial year.

The LTI is aimed at retaining, motivating and rewarding those

executives and senior managers who influence the long-term

sustainability, value creation and strategic objectives of the

Group on a basis which aligns their interests with those of the

Group’s shareholders. The objective is to share ownership of

the Group’s wealth with executives and selected employees

that contribute to the growth and wealth generated by the

Company and, hence, place a value instrument in the hands of

employees.

The scheme will be governed by the rules of the AfroCentric

Management Long Term Incentive Plan 2018.

EXECUTIVE AND NON-EXECUTIVE

DIRECTORS’ REMUNERATION

INCREASE IN GUARANTEED PAY

The annual revised guaranteed pay for the Group CEO and

other Executive Directors was recommended to the Board

by the Remuneration Committee for final approval. Such

recommendations took into account individual performance as

well as benchmarking of similar sized firms to ensure that

guaranteed pay is suitably positioned.

Adjustments as set out belowwere approved for implementation

1 August 2016, with the exception of Mr Hannes Boonzaaier,

whose annual adjustment was effective 1 July 2016.

Guaranteed package

(“GP”) (R)

Increase

(%)

Name

2016

2015

2016

A van Buuren

3 727 500

4

3 500 000

6.5

WH Britz

3 727 500

5

3 500 000

6.5

H Boonzaaier

2 848 488

6

2 513 808

13.3

4

Effective 1 August 2016 only.

5

Effective 1 August 2016 only.

6

Following market benchmark review of CFO remuneration in similar

industries and market caps, a further adjustment of 6% was made

effective 1 November 2016.

101

INTEGRATED REPORT 2017