Remuneration report



Remuneration Committee Chairperson's report

On behalf of the Remuneration Committee (the committee), I am pleased to present AfroCentric's 2020 remuneration report. This report supplements the information provided in the corporate governance report, and highlights the committee's focus areas for the year, outlines our policies and practices, and addresses the Group's performance and corresponding remuneration outcomes.

During 2020, the AfroCentric Group adopted a malus and clawback policy with the intention of aligning shareholder interests and the remuneration outcomes of employees, particularly executive management. This is aimed at strengthening accountability and allows the Group to reduce or recoup the incentive remuneration in defined circumstances.

The bargaining unit performance-based incentive scheme was successfully launched, which saw support services staff within the bargaining unit level participate in a variable pay incentive scheme for the first time. A total of R19 million was paid out under the new incentive scheme. These are great strides in managing remuneration fairly and responsibly as prescribed in King IV.

Additional developments during the course of the year include enhancing the employee benefit offering. The workplace banking initiative was launched in partnership with Nedbank, where employees receive preferential rates on various transactional and lending products. We further concluded the section 14 transfer of the pension fund to the Sanlam Umbrella Fund, ensuring retirement and risk benefits are maximised. The smart funder benefit solution was approved and launched, which assists employees with their children's school fees by structuring their salary packages.

The latter part of the year under review unfortunately presented us with extraordinary challenges, in the wake of the COVID-19 pandemic. AfroCentric proactively responded to this global challenge by employing a comprehensive COVID-19 response strategy.

To that end, the committee approved the following initiatives within its remit:

  • A once off, Group-wide gratuity payment of R1 000 per employee, (excluding Executive Directors) during the month of April 2020. This was intended to help alleviate the adverse socio-economic impact the pandemic was anticipated to pose to employees. The cumulative value of the COVID-19 gratuity was R7 220 027,00 including the provision for pay as you earn tax
  • To alleviate the current and future financial loss caused by COVID-19, the Group initiated processes to access the relief offered through the South African government's COVID Temporary Employment Relief Scheme (COVID TERS)

Operating context and performance highlights

Notwithstanding an uncertain operating environment, the AfroCentric Group 2020 financial results were satisfactory in the context of varying macroeconomic factors resulting in the achievement of an EBIT target of R740 million. In respect of other key performance areas, namely governance, transformation, strategic impact and culture, the Group's performance was mostly on par; all targets were met and exceeded regarding transformation. As a result, bonus payments were made to executives and senior management in respect of strategic and management incentives. The total management performance bonus pool approved for distribution by the committee was R57.6 million (2019: R71 million).

Further detail on the Group's overall performance is provided in our CFO's review.

Changes to the remuneration and related policies for the 2020 financial year

The committee reviewed the Group's remuneration policy and other related policies for the 2020 financial year. The changes effected and implemented during the 2020 financial year are listed below. We continued to review the Group's remuneration policy and no material changes were made during the year under review.

Remuneration element   Change Reason or need for change
Policy principles   The Group's remuneration philosophy strives to attract, motivate and retain highperforming talent within the competitive market we conduct our business. To achieve an appropriate balance between affordability and market relevance, we aim to position cost to company (CTC) generally at the market median, and we recognise the need to reward above this point in some instances as a strategy to manage scarce and critical skills that are primary to our achievement of growth and long-term sustainability. To ensure alignment and a better understanding of the Group's remuneration philosophy and strategy. This further ensures compliance to King IV.
Guaranteed pay
  The introduction of grade-based pay scale and a salary increase matrix is applied to demonstrate the pay for performance principle. To align the guaranteed pay model to our pay for performance (differentiation) philosophy and to manage pay anomalies within reasonable confines, after removing the non-pensionable allowance in 2019.


Focus areas

The Remuneration Committee envisages the following focus areas in advancing the organisation’s value proposition:

2019 focus areas   2020 focus areas
  • Continued pay for performance links to enhance the Group's strategic efforts of reduced healthcare costs, value chain optimisation and an enhanced leadership culture
  • Change in retirement fund provider to ensure an optimal administration platform for members
  The redesign of our short-term incentive (STI) models to ensure they are fit for purpose and responsive to the evolving business strategy.

Shareholder engagement and voting

Shareholder voting results

Resolution November
Ordinary resolution on non-binding advisory vote on remuneration policy 97.56%   96.89%  
Ordinary resolution on non-binding advisory vote on implementation report 97.34%   96.89%  
Special resolution of Non-executive Directors’ fees 99.39%   99.47%  
Special resolution of general authority to repurchase shares 99.90%   99.96%  

The remuneration policy and implementation report were presented for shareholder voting at the AGM held on 8 November 2019. The policy was endorsed by 96.89% of our shareholders, and the implementation report received an in favour vote of 96.89%.

As required by the Companies Act and King IV, the following resolutions will be tabled for shareholder voting at the AGM, details of which can be found in the Notice of AGM.

In the event that either the remuneration policy or the implementation report, or both, are voted against by 25% or more, the Board will engage with shareholders to understand concerns raised. This engagement may be done by virtual meeting or in writing and will be implemented at a time after the release of the voting results. Where possible and prudent, objections are taken into consideration when formulating any amendments to the Company’s remuneration policy and implementation report in the following financial year. To that end, the newly implemented malus and clawback policy was implemented.


I would like to thank my fellow Remuneration Committee members for their contribution and support. It is the view of the Remuneration Committee that the remuneration policy achieved its stated objective of attracting and retaining high-calibre talent within the organisation. I am satisfied that the Remuneration Committee responsibly and professionally discharged its obligations.

Thank you to our shareholders for your support and engagement in 2020. We look forward to further interaction on AfroCentric's remuneration policy.

Joe Madungandaba

Remuneration Committee Chairperson

10 September 2020

Remuneration governance
AfroCentric’s remuneration policy, structures and processes are set within a governance framework with designated levels of authority.

Shareholders   Board of
Group CEO and
Approve Non-executive
Directors’ fees and
non-binding approval of
remuneration policy and
implementation report
  Approval of remuneration
Provide Group
Remuneration Committee
with specific mandates
  Recommends policy
and monitors the
implementation of
remuneration policy
oversight, communication
and formulation of
recommended policies and
remuneration supported
by the Group CFO and
Human Capital Executive

While we apply a common remuneration structure across the Group, we differentiate its implementation according to the size and operating models of various entities within the Group.

Remuneration policy design principles

Our remuneration policy provides a framework for managing total remuneration within the Group, and supports the Group's employee value proposition.

Remuneration objectives

Talent motivation and engagement Ensures strategic alignment with organisational and individual objectives, thus keeping employees engaged.
Talent attraction and retention Manages high-calibre talent for the achievement of strategic objectives.
Leveraging the total reward offering and enhancing our employee value proposition Balances financial and non-financial rewards for a holistic reward mix that is sustainable.

Remuneration principles

Employees are at the core of our business since we require highly skilled, competent and experienced employees to drive our business growth. AfroCentric's remuneration policy is designed to reward employees for their performance and contribution towards value for our shareholders. The following principles govern Group-wide remuneration at all levels:

Pay for performance

Pay for performance methodology, linking executive reward to business performance. This allows for differentiated increases based on the individual's contribution and performance.

Parity and equity

Ensure external parity is maintained; market relevance; balanced internal equity; and pay adjustments are affordable for the organisation.

Talent attraction and retention

Ensure a remuneration mix that will attract the best talent in the market and retain top talent in the organisation.

Performance incentives

Align executives to shareholder interests by linking STI and long-term incentive (LTI) to performance indicators not limited to financial indicators

Fair and responsible pay

Internal equity: Ensuring all our employees are appropriately and fairly rewarded for their contributions, irrespective of gender, race, age, ethnicity, religion or sexual orientation.


Pay for performance

Executives’ remuneration is based on level of accountability, complexity and nature of the role which is sized relative to the organisation’s turnover, number of employees (including wage bill), market cap, assets and net after tax profitability benchmarked to the external market. The table below shows the relationship between the Group’s strategy, its pay for performance philosophy and requirements set out in King IV:

Strategic objective: Maximise shareholder value and returns
Strategic aspiration: Operating profit (EBIT) target as agreed with the Board from time to time
Pillars of the BSC supports the delivery of our strategic objectives
Strategic impact
  • Enhancing our operating model
  • Stabilising IT systems and enhance the infrastructure
  • The launch and implementation of primary care products Successful medicine capitation model with full value chain optimisation from medicine manufacturer to managed care provider
Financial (40% weighting)
Governance (10% weighting)
Transformation (10% weighting)
Organisational culture (5% weighting)
Strategic impact (35% weighting)

Our deliverables, contained in our BSCs, are derived from and directly support the Group strategy. The Group BSC cascades to the various business units and is aligned to the individual performance objectives.

Remuneration arrangements for other employees

Recognising the need to remunerate executive management fairly and responsibly in the context of overall remuneration, we award higher increases to bargaining unit employees compared to executive levels. Increases in respect of the bargaining unit are negotiated annually with National Education, Health and Allied Workers' Union (NEHAWU), the recognised labour union, considering a variety of internal and external factors such as affordability, market conditions and benchmark information. PwC's Remchannel Salary Survey formed the basis for market benchmark information to facilitate the remuneration review.

For 2020, annual increases were deferred to the end of October 2020 in order to assess the Group's financial position.

Differences in remuneration policy for executives compared to other employees

There are differences in the remuneration policy's structure for Executive Directors, prescribed officers and other salaried employees, which are necessary to reflect the different levels of responsibility and market practices. The key difference is the increased emphasis on incentives or variable performance-related pay in senior roles. Lower maximum variable pay limits, as a percentage of guaranteed pay, apply for roles below executive level, driven by market benchmarks and the relative impact of the role.

Senior executives, general management and key strategic resources at senior management, middle management or specialist levels may participate in both STI and LTI schemes, where these plans are targeted at individuals who have the greatest responsibility for Group performance.

General staff are eligible to participate in a performance-based bonus scheme replacing the production incentive scheme which was not all inclusive.

Remuneration model

AfroCentric's remuneration model balances short-term and long-term financial and non-financial rewards to drive a high-performance culture. The key components of this model, including policy elements, are illustrated below:

Guaranteed pay

This comprises the benchmarked, market-related fixed component of AfroCentric's remuneration offering set to attract and retain qualified and experienced employees

Base payBenefits and allowances
Market-related salary reflecting individual contribution, roles and responsibilities Market-related benefits including medical aid, retirement fund1 and insured benefits such as Group death and disability benefits, Nedbank workplace banking benefits
To attract and retain qualified and experienced employees
To retain employees and contribute to their overall wellbeing
  • All employees
  • Pay bands are set with reference to industries
  • For executives, benchmarks are derived from similar comparator groups
  • Salaries are paid monthly
  • Employees are eligible for adjustments when promoted to other positions; however, specific conditions apply
  • Market benchmarking according to job family grouping, job grade and individual long-term performance
  • Applicable to all employees
  • Allowances are paid in terms of statutory requirements or policy
  • Contributions to all benefits are made by both the employer and employee
  • Beneficiaries of employees who pass away while in service receive additional benefits such as education benefits, medical aid premium waivers, etc.
Maximum opportunity
  • Cost of annual increases is approved by the Remuneration Committee and set in accordance with expected market movements, affordability and forecast inflation
  • Increases granted to bargaining and non-bargaining unit employees are linked to individual performance
Maximum opportunity
  • In addition to the standard basket of benefits, employees can buy additional benefits at Group rates e.g. extended family funeral cover
1 Employees elect participation in either a pension fund or the NEHAWU Provident Fund, the latter being available to NEHAWU members only.

Variable pay

Additional financial compensation in the form of STIs and LTIs aligned to the Group’s performance, strategy and value creation

STI schemeLTI scheme
Performance-based Group annual incentive schemes
  • Management strategic incentive scheme
  • Management performance bonus scheme
  • Performance-based bonus for all general staff
  • Actuarial incentive scheme
  • Other sales incentive schemes (self-funding)
Share scheme designed to incentivise delivery of long-term strategic goals aligned with shareholder expectations
  • To motivate employees, management and executives to achieve short-term strategic, financial and non-financial objectives
  • To reward Company and individual performance
  • To recognise, motivate, attract and retain
To retain, motivate and reward executives and senior management or individuals 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
  • Executive Committee members, general management2, senior management3 and management4 at corporate and business unit level as well as general staff
  • The STI consists of Group and individual performance targets
  • Group targets on a BSC basis are set each year and cascaded
  • Business unit targets are set in line with the approved business plans
  • Individual targets are recorded in the performance contract with reference to the role's requirements
  • Performance below threshold results in a zero score, and the individual will not be eligible for an STI award
  • Hurdle for payment of any STI is the achievement of EBIT targets; however, a sliding scale is applicable at the Remuneration Committee's discretion upon achieving all other key performance area targets
  • Any payments in respect of performance-based STIs are approved by the committee
  • Other STIs such as general staff performance bonus or commissions are paid quarterly or monthly as per the respective set of rules
  • Vesting share scheme
  • Executive Committee members, general and senior management at Group and business unit levels
  • The LTI scheme consists of conditional shares subject to vesting conditions
  • Three-year staggered vesting as follows: Year 3 – 1/3, year 4 – 1/3 and year 5 – 1/3
  • Governing resides with the committee which considers annual awards for eligible employees and discretionary or bonus awards for retention purposes
  • Annual awards are linked directly to the role as well as long-term individual performance and potential
  • Share value is determined by volume weighted average price measured 30 days prior to award date
  • Group performance targets include EBIT (40%), governance (10%), organisational culture (5%), transformation (10%) and strategic impact (35%) (below)
Maximum opportunity
  • Stretch performance percentage of guaranteed pay of 150%, or 14th cheque depending on the scheme in which the employee participates
  • Participation is limited to one scheme only
Maximum opportunity
  • Maximum allocation is determined by the employee's job grade
Number of participants
  • 531 for management; 3 205 for general staff
Number of participants
  • 59
2 General management is defined as positions at grade levels E1 to E3 on the Paterson grading scale.
3 Senior management is defined as positions at grade levels D4 and D5 on the Paterson grading scale.
4 Management is defined as positions at grade levels D1 to D3 on the Paterson grading scale.

STI schemes

The Group relies on various bonus schemes both designed to achieve its strategic objectives.

Individual performance below threshold results in a zero score, and the employee will not be eligible for consideration for an STI award.

Management strategic incentive scheme

The annual, strategic management incentive scheme is focused on the executive team and tier two managers, being those who report directly to the executives and employees selected for value contribution as well as scarce and critical skills. This applies to employees whose roles have a direct impact on the Group's strategic imperatives.

Strategic incentives are calculated as shown below; however, any payment is subject to the achievement of the Group performance scorecard, on a sliding scale basis.

On-target % X business multiplier X individual performance multiplier

ON-TARGET % Group performance multiplier   Individual performance multiplier
Determined by employee's
level/job grade
  Group performance measured against targets set annually in advance   Determined by employee's individual performance score
Level On-target %of annual CTC   Financial target (EBIT)   Performance rating IP multiplier
Group CEO 50%   Governance   Above stretch 150%
Group CFO 45%   Transformation   Stretch 125%
Group executives 40%   Strategic Company
  On-target 100%
    Below target 50%
    Missed targets 0%

Group performance

As explained in the Group CFO's report, the Group achieved EBIT of R740 million. The performance conditions for the STI bonus were tested to determine if the minimum incentive trigger had been achieved.

Management performance bonus scheme

The management performance bonus scheme was introduced during the 2017 financial year at the Remuneration Committee's request. This scheme targets exceptional performance, through a reward of 100% of guaranteed monthly package and additional bonus payments as given in the rules.

Performance Based Bonus

The Performance based bonus scheme was introduced in 2019, with the Remuneration Committee's support. This scheme is aimed at non-management level employees and ensures an all-inclusive performance based total reward strategy for the Group, across all levels.

STIs on termination of employment

There is no automatic entitlement to annual STIs on termination, but it may be considered at the committee's discretion considering performance measures during the period. Any such payment will be pro-rated to service. The governing rules require active employment on the date of payment. No bonus will be payable in the case of misconduct or resignation, unless done under extenuating circumstances.

LTI scheme

AfroCentric's LTI scheme (the vesting share scheme) commenced in November 2017, following approval by the Board and shareholders at the AGM held on 8 November 2017.

The allocations for all participants are approved by the Remuneration Committee.

Vesting share scheme

Award mechanism Linked to job grade and allocated by the committee. The committee has discretion within a range per job grade with a maximum number of shares set per grade.
Bonus shares Discretionary allocation by committee considering scarce skills, personal performance ratings, leadership and potential.
Vesting Five-year vesting based on anniversary of allocation: Year 3 – 1/3, year 4 – 1/3 and year 5 – 1/3.
Participation Individual participation is reviewed annually by the committee to ensure alignment to the strategic objectives of the Group and consideration is given to:
  • individual long-term performance (over a three-year period);
  • scarce and critical skills, particularly at other levels;
  • strategic importance of the role; and
  • potential or talent of the employee (in particular ability, attitude, aspiration).
Conditions Share award is conditional to the retention period provided the employee is eligible.
Performance conditions Long-term individual performance.
Remuneration mix

To maintain a high-performance culture and alignment with shareholders through value creation, the total reward mix for the Group CEO, Executive Directors, executives and senior management is geared towards a higher percentage of variable pay 'at risk' for achieving stretch goals.

The chart below represents the potential mix of guaranteed pay, STI and LTI for the Group CEO at below, on-target and stretch levels. The below target assumes no variable incentive payments.

Remuneration processes

Service contracts and notice periods

AfroCentric can summarily terminate executive employment for any reason recognised by law in the respective jurisdiction. It is policy that the Executive Directors and executives have employment agreements with the Group which may be terminated with a three-month notice period. Executive Directors may be required to work during the notice period but, if not, the full notice period may be provided with pay in lieu of notice (subject to mitigation where relevant).

Non-executive Directors' remuneration

The table below sets out the remuneration principles applied by the Group for the 2020 financial year for Non-executive Directors. These policies also apply for the 2020 financial year and form the underlying basis for the fees tabled for approval at the AGM held on 8 November 2020.

  Chairman Deputy Chairman Directors and Lead Directors Committee
Objective A market-related fee to attract and retain experienced and diverse Non-executive Directors Fees to reflect the additional responsibilities undertaken through membership of committees

Committee chairpersons receive an additional amount
Fee principles
  • Fees are reviewed annually, and fees in respect of the Chairman and Deputy Chairman were adjusted during the reporting period following the benchmark done by PwC
  • Fees reflect the time commitments in respect of meetings and additional stakeholder relations as well as other standard duties associated with each role
  • Fees are fully inclusive
  • The Remuneration Committee recommends the fees to the Board for final approval
Payable Main Board: quarterly
Subsidiary board: monthly
Per meeting fee payable monthly

Implementation report

It is the view of the Remuneration Committee that the remuneration policy achieved its stated objective.

2020 guaranteed pay – base pay increase (%)

* Middle management was awarded a 5.0% increase; senior and general management were awarded a 4.8% increase.

Total remuneration outcomes
Single figure remuneration (R’000)

Guaranteed pay   Variable pay          
Base pay   Benefits and allowances   STI   LTI   Total
2020   Restated
  2020   Restated
  2020   Restated
  2020   Restated
  2020   Restated
Executive directors                                      
A Banderker1 4 781 364   1 148 9041   435 788   101 096   3 242 207   2 526 786   1 750 000   2 400 000   10 209 360   6 176 786  
W Britz 3 975 310   3 828 863   394 235   360 935   Waived fee   Waived fee       4 369 545   4 189 798  
H Boonzaaier 3 061 646   2 956 130   276 436   244 144   1 755 613   1 684 924   1 750 000   1 000 000   6 843 695   5 885 198  
S Mmakau2 3 347 678   2 046 861   323 939   195 981   1 479 066   2 505 7542   875 000     6 025 683   4 748 597  
TOTAL 15 165 998   9 980 758   1 430 398   902 156   6 476 886   6 717 464   5 025 000   2 756 000   27 448 283   21 000 379  
1 A Banderker joined 1 April 2019 figures are prorated.
2 S Mmakau: 2019 STI includes sign on retention bonus

STI performance outcomes

Financial performance indicators are measured against audited annual financial results and are net of STI accruals. Non-financial performance KPIs are based on formal performance evaluation conducted by the Group CEO for executives and by the Remuneration Committee and Board Chairman for the Group Chief Executive.

Performance below threshold attracts no STI payments, where threshold for financial targets is 100% of target.

Non-financial individual performance is assessed against suitable KPIs and is rated on a sliding scale where a score of 2.75 represents threshold performance, 3 on-target performance, 4 excellent performance and 5 stretch performance.

R51.5 million was paid out on the management performance bonus scheme aligned to individual performance scores.

Management strategic incentive scheme

Business multiplier   Outcome Comments
Weighting – 40% Finance (EBIT) 3 out of 5 Target met EBIT of R740million achieved relative to target of R744 million (on-target)
Weighting – 10% Governance 3 out of 5 Met target The risk management processes continue to evolve with more relevant aspects being monitored earlier in the process. The internal audit findings have reduced significantly
Weighting – 10% Transformation 5 out of 5 Excellent performance AHL maintains its level 1 BBBEE rating, Pharmacy Direct maintains Level 1 BBBEE rating and other subsidiary entities improve ratings from prior year
Weighting – 5% Culture 2 out of 5 Target partially met We have achieved more than 50% of our culture goals and the business culture assessment score has remained largely the same as the previous assessment score
Weighting – 35% Strategic impact
  • Enhancing our operating model specifically in the administration and managed care business
  • Stabilising IT systems and enhance the infrastructure
  • The launch and implementation of primary care products to create a unique value proposition for the Group
  • Successful medicine capitation model with full value chain optimisation
3 out of 5 Met target While the Group achieved its targets of enhanced leadership culture, value chain optimisation and in lowering the cost of healthcare, targets set in respect of strategic projects were partially met

LTI performance outcomes

The Remuneration Committee reviewed participation in the scheme again to ensure alignment to strategic objectives of the Group and consideration was given to individual long-term performance (measured over three years), scarce and critical skills required, strategic importance of the role and the individual's talent measured in a nine box matrix.

The vesting share scheme was implemented in 2017, and the first 4 410 000 shares were awarded to participants in terms of the registered rules. The vesting period is three years, with the first third of shares awarded in 2017 vesting in 2020. An additional 5 730 000 shares were awarded by the Remuneration Committee to participants in 2019/2020 financial year.

                     Date vesting    
   Date awarded     Number of 
   Tranche 1 
   Tranche 2 
   Tranche 3 
Hannes Boonzaaier  November 2017     200 000     1 208 000     402 667     402 667     402 667    
   November 2018     200 000     1 000 000     335 333     335 333    335 333   
November 2019     500 000     1 750 000     583 333     583 333     583 333    
Ahmed Banderker  April 2019     500 000     2 400 000     800 000     800 000     800 000    
November 2019     500 000     1 750 000     583 333     583 333     583 333    

Individual remuneration outcomes
Ahmed Banderker (Group CEO)

Salary  4 781 364     1 148 904**   
Medical aid  44 968     10 786      
Retirement benefits  314 260     76 000      
Other employee benefits  76 560     14 310      
Total guaranteed pay  5 217 153     1 250 000*     
Increase in guaranteed pay  4.3%     –      
STI  3 242 207     2 526 786      
Number of shares awarded  500 000     500 000      
Value of awarded shares  1 750 000     2 400 000      
Total variable pay  4 992 207     4 926 786      
TOTAL REMUNERATION  10 209 360     6 176 786      
* A Banderker's remuneration was restated to incorporate a retention bonus in the STI, LTI which was included after the reporting period and aligning other benefits with pro rated Total Guaranteed package.
** A Banderker's 2019 remuneration is prorated for three months; he joined in April 2019.

Hannes Boonzaaier (Group CFO)

Salary  3 061 646    2 956 130   
Medical aid  49 444    47 192   
Retirement benefits  182 492    158 094   
Other employee benefits  44 500    38 858   
Total guaranteed pay  3 338 082    3 200 274   
Increase in guaranteed pay  4.31%    4.5%   
STI  1 755 613    1 684 924   
Number of shares awarded** 500 000    200 000   
Value of awarded shares 1 750 000    1 000 000   
Total variable pay 3 505 613    2 684 924   
TOTAL REMUNERATION  6 843 695    5 885 198   
* 2019 LTI restated to align with prevailing share price at grant.
** One-third of the awarded shares will vest in 2020.

Willem Britz (prescribed officer)

Salary 3 975 310     3 828 863    
Medical aid 128 272     114 800    
Retirement benefits 213 862     206 880    
Other employee benefits 52 101     39 256    
Total guaranteed pay 4 369 545     4 189 798    
Increase in guaranteed pay 4.3%     4.5%    
STI** –     –    
Total variable pay –     –    
TOTAL REMUNERATION  4 369 545     4 189 798    
* 2019 Total Guaranteed pay restated to align with actual income for the reporting period.
** STI waived due to shareholding. No LTIP allocation.

Sello Mmakau (prescribed officer)

Salary  3 347 678      2 046 861     
Medical aid  55 680      30 678     
Retirement benefits  215 708      139 110     
Other employee benefits  52 551      26 193     
Total guaranteed pay  3 671 617      2 242 843     
Increase in guaranteed pay  4.3%      4.5%     
STI  1 479 066      2 505 754*    
Number of shares awarded  250 000     –    
Value of awarded shares  875 000     –    
Total variable pay  2 354 066      –     
TOTAL REMUNERATION   6 025 683      4 748 597     
* 2019 STI includes Sign-on Retention Bonus.

Non-executive Directors' 2020 remuneration

The following table sets out the fees for the period 1 January 2020 to 31 December 2020 approved by means of majority vote during the AGM:

Main Board (annualised retainer fee)
Chairman  1 329 240     1 375 763     3.5    
Deputy Chairman  997 713     1 032 633     3.5    
Member  248 188     256 875     3.5    
Subsidiary board (per meeting)
Chairman  22 572     23 362     3.5    
Member  16 615     17 197     3.5    
Audit and Risk Committee (per meeting)
Chairperson  30 096     31 149     3.5    
Member  22 154     22 929     3.5    
Remuneration Committee (per meeting)
Chairperson  22 572     23 362     3.5    
Member  16 615     17 197     3.5    
Nomination Committee (per meeting)
Chairperson  22 572     23 362     3.5    
Member  16 615     17 197     3.5    
Social and Ethics Committee (per meeting)
Chairperson  22 572     23 362     3.5    
Member  16 615     17 197     3.5    
Investment Committee (per meeting)
Chairperson  22 572     23 362     3.5    
Member  16 615     17 197     3.5    
ICT Steering Committee (per meeting)
Chairperson*  22 572    
Member  16 615     17 197     3.5    
* The Chairperson is currently an Executive Director and does not receive fees.

Payments made to Non-executive Directors

The following fees were paid in respect of the AfroCentric Board:

Name of director Board
and Risk
and Ethics
year 2019
year 2018
– 2019
ATM Mokgokong (Chairman) 1 300 620         66 744       1 367 364   1 272 300  
MJ Madungandaba 1 119 920     88 344   110 916   49 130       1 368 310   1 162 433  
ND Munisi 242 844     97 545       88 344     428 733   355 650  
SE Mmakau                 221 500  
IM Kirk 59 375               59 375   230 250  
LL Dhlamini 180 797   145 296             326 093   396 650  
A Banderker                 263 575  
HG Motau 84 444   79 500   47 700           211 644   377 350  
JB Fernandes 242 844   137 050   97 545       22 572     500 011   185 033  
SA Zinn 180 797   22 154     48 415     48 415     299 781   212 788  
R Wa-Mundalamo       65 030         65 030   61 800  
G Allen 183 469               183 469    
A le Roux 20 682   22 154             42 836    
M Chauke 20 682               20 682    
T Alsworth-Elvey 341 698               341 698    
Total 3 978 172   406 154   331 134   224 361   115 874   159 331     5 215 026   4 759 275  

Termination of office payments

No termination of payments were made for ACT directors during the year under review.

Statement regarding compliance with remuneration policy

The committee satisfied itself that the remuneration policy as detailed in the report was complied with, and there were no substantial deviations from the policy during the year.

Advisory vote on the implementation report

The implementation report as it appears above is subject to an advisory vote by shareholders at the 2020 AGM. Accordingly, shareholders are requested to cast an advisory vote on the remuneration policy's implementation for 2020.

Approval of the remuneration report by the Board

The remuneration report was approved by the Board on 10 September 2020.