DISCLOSURES ON
REMUNERATION MATTERS
The table below sets out, for ease of reference, the relevant sections of the remuneration details of directors and officers, including share schemes and interest in share capital.
DIRECTORS’ AND PRESCRIBED OFFICERS’ EMOLUMENTS AND INTERESTS
Executive directors' remuneration (R000)
The executive directors' remuneration for the year ended 31 March 2016 was as follows:
| Name | Cash
package |
Cash
bonus* |
Retirement and medical contributions | Total |
| PH Staude | 8 799 | 2 772 | 1 240 | 12 811 |
| MH Munro | 4 626 | 1 198 | 684 | 6 508 |
| 13 425 | 3 970 | 1 924 | 19 319 |
The executive directors' remuneration for the year ended 31 March 2015 was as follows:
| Name | Cash package | Cash
bonus* |
Retirement and medical contributions | Total |
| PH Staude | 8 301 | 4 616 | 1 166 | 14 083 |
| MH Munro | 4 283 | 1 842 | 632 | 6 757 |
| 12 584 | 6 458 | 1 798 | 20 840 |
The requirement to include prescribed officers is covered by the above executive directors, as they exercise effective management and control.
* Bonuses are reported to match the amount payable to the applicable financial period.
Executive directors' share incentive gains:
| 2016 | 2015 | |
| PH Staude | 3 662 | 12 650 |
| MH Munro | 2 160 | 2 691 |
| 5 822 | 15 341 |
Details of the executive directors' share-based instruments granted and exercised are contained on here.
Non-executive directors' remuneration (R000)
| 12 months to 31 March 2016 | 12 months to 31 March 2015 | |||||
| Name | Fees | Other | Total | Fees | Other | Total |
| SM Beesley | 345 | 153 | 498 | 235 | 31 | 266 |
| F Jakoet | 345 | 285 | 630 | 325 | 249 | 574 |
| J John | 317 | 337 | 654 | 325 | 318 | 643 |
| RP Kupara | 345 | 169 | 514 | 325 | 159 | 484 |
| TN Mgoduso | 319 | 116 | 435 | 325 | 110 | 435 |
| N Mjoli-Mncube | 317 | 403 | 720 | 325 | 344 | 669 |
| SG Pretorius | 345 | 286 | 631 | 325 | 253 | 578 |
| TA Salomão (from 25 May 2015) | 285 | 285 | ||||
| CB Sibisi | 1 218 | 224 | 1 442 | 928 | 162 | 1 090 |
| Directors who retired/resigned | 559 | 73 | 632 | |||
| 3 836 | 1 973 | 5 809 | 3 672 | 1 699 | 5 371 | |
In the table above, "Fees" relate to the services as directors on the board and "Other" relates to fees paid for services as committee members.
Declaration of full disclosure
Other than the remuneration disclosed in this note, which was paid by the company, no consideration was paid to or by any third party, or by the company itself, in respect of services of the company's directors, as directors of the company, during the year ended 31 March 2016.
Interest of directors of the company in share capital
The aggregate holdings as at 31 March 2016 of those directors of the company holding issued ordinary shares of the company are detailed below. Holdings are direct and beneficial except where indicated otherwise.
| Name | 2016 | 2015 |
| Executive directors: | ||
| PH Staude | 340 787 | 326 467 |
| MH Munro | 122 935 | 114 517 |
| 463 722 | 440 984 | |
| Non-executive directors: | ||
| F Jakoet | 5 068 | 5 068 |
EMPLOYEE SHARE INCENTIVE SCHEMES
Details of awards in terms of the company’s share incentive schemes:
Share Appreciation Right Scheme 2005
Under the share appreciation right scheme, participating employees are awarded the right to receive shares equal to the difference between the exercise price and the grant price, less income tax payable on such difference. The employee therefore participates in the after tax share price appreciation in the company. The vesting of the right is conditional on the achievement of Tongaat Hulett performance levels over a performance period.
| Expiring seven years from |
Grant price Rand |
Fair value Rand |
Number of rights 31 March 2015 |
Granted | Exercised | Lapsed/ forefeited |
Number of rights 31 March 2016 |
| 25 April 2008 | 92,74 | 16,93 | 240 733 | 240 733 | |||
| 22 May 2009 | 75,06 | 12,54 | 590 779 | 89 445 | 501 334 | ||
| 31 May 2010 | 97,49 | 20,00 | 663 215 | 22 008 | 641 207 | ||
| 31 May 2011 | 90,42 | 17,50 | 780 424 | 9 787 | 11 774 | 758 863 | |
| 29 May 2012 | 110,21 | 21,73 | 1 344 992 | 39 249 | 405 834 | 899 909 | |
| 29 May 2013 | 126,85 | 24,30 | 1 384 076 | 8 521 | 1 375 555 | ||
| 26 May 2014 | 121,93 | 23,96 | 1 578 001 | 1 666 | 1 576 335 | ||
| 28 May 2015 | 128,54 | 23,68 | 1 745 458 | 1 745 458 | |||
| 6 582 220 | 1 745 458 | 401 222 | 427 795 | 7 498 661 |
The estimated fair value costing of these outstanding share appreciation rights was determined using the binomial tree valuation model and non-market performance conditions, based on the following significant inputs:
| Exercise price | The share price at grant date, as noted above. | ||||||
| Expected option life | 80 months (assume contractual plus a leaving percentage of 5%). | ||||||
| Risk-free interest rate | 7,96% (2014: 7,78%, 2013: 6,73%, 2012: 7,26%, 2011: 7,95%, 2010: 7,71% and 2009: 7,66%). | ||||||
| Expected volatility | Expected volatility of 22,51% (2014: 27,57%, 2013: 28,34%, 2012: 28,51%, 2011: 30%, 2010: 26,78% and 2009: 28%) is based on historical volatility determined by the statistical analysis of daily share price movements over the past three years. | ||||||
| Expected dividends | The measurement of the fair value of the share appreciation rights did not take into account dividends, as no dividend payment was expected. A continuous dividend yield of 2,6% was used for the 2015 award (2014, 2013 and 2012: 2,6%, 2011: 2,75%, 2010: 2,5% and 2009: 3,5%) | ||||||
| Weighted average share price | As above. | ||||||
| Expected early exercise | Early exercise is taken into account on an expectation basis. | ||||||
| Time constraints | Three years from grant date. | ||||||
| Performance (vesting) conditions | An increase in headline earnings per ordinary share as determined by the Remuneration Committee. Retesting of the performance condition is not allowed with effect from the 2010 award. | ||||||
| Non-market performance conditions | Growth in headline earnings per share. | ||||||
| Market performance conditions | No market conditions. | ||||||
| Weighted average remaining life: | |||||||
| Expected | 2015: 74 months; 2014: 62 months; 2013: 50 months; 2012: 38 months; 2011: 26 months; 2010: 14 months and 2009: 1 month. |
||||||
| Contractual | 84 months. | ||||||
Long Term Incentive Plan 2005
Under the long term incentive plan, participating employees are granted conditional awards. These awards are converted into shares on the achievement of performance conditions over a performance period.
| Expiring
three years from |
Issue price Rand |
Fair value Rand |
Number of
conditional awards 31 March 2015 |
Granted | Settled | Lapsed/ forefeited | Number of conditional awards 31 March 2016 |
| 29 May 2012 | 110,21 | 47,69 | 337 779 | 88 470 | 249 309 | ||
| 29 May 2013 | 126,85 | 49,22 | 533 475 | 2 805 | 530 670 | ||
| 26 May 2014 | 121,93 | 51,79 | 571 779 | 513 | 571 266 | ||
| 28 May 2015 | 128,54 | 57.82 | 559 899 | 559 899 | |||
| 1 443 033 | 559 899 | 88 470 | 252 627 | 1 661 835 |
The estimated fair value costing of these outstanding conditional share awards was determined using the Monte Carlo Simulation model and non-market performance conditions, based on the following significant inputs:
| Exercise price | The share price at grant date, as noted above. |
| Expected option life | 34 months (assume contractual plus a leaving percentage of 5%). |
| Expected dividends | The measurement of the fair value of the conditional share awards did not take into account dividends, as no dividend payment was expected. A continuous dividend yield of 2,6% was used for these awards. |
| Weighted average share price | As above. |
| Time constraints | Three years from grant date. |
| Performance (vesting) conditions | 25% of the award will be subject to the TSR condition, 25% to the ROCE condition, 25% to a sugar production condition and 25% will be subject to the large land deals of the company condition. No retesting of the performance condition is allowed. |
| Non-market performance conditions | ROCE, sugar production and the large land deals conditions. |
| Market performance conditions | Total shareholder return (TSR). |
| Weighted average remaining life: | |
| Expected | 2015: 26 months; 2014: 14 months and 2013: 2 months. |
| Contractual | 36 months. |
Long Term Incentive Plan 2005 - Retention Awards
Under the long term incentive plan, participating employees are granted conditional awards which are converted into shares after the required service period is completed.
| Expiring four years from |
Issue price Rand |
Fair value Rand |
Number of conditional awards 31 March 2015 |
Granted | Settled | Lapsed/ forefeited |
Number of conditional awards 31 March 2016 |
| 31 May 2011 | 90,42 | 65,87 | 13 200 | 13 200 | |||
| 14 November 2011 | 94,26 | 84,31 | 20 000 | 20 000 | |||
| 28 November 2011 | 90,86 | 81,27 | 20 000 | 20 000 | |||
| 16 November 2012 | 126,71 | 92,88 | 72 442 | 72 442 | |||
| 11 March 2013 | 139,39 | 102,18 | 15 000 | 15 000 | |||
| 29 May 2013 | 126,85 | 92,99 | 99 205 | 815 | 98 390 | ||
| 26 May 2014 | 121,93 | 89,38 | 139 767 | 139 767 | |||
| 28 May 2015 | 128,54 | 94,23 | 179 642 | 179 642 | |||
| 379 614 | 179 642 | 53 200 | 815 | 505 241 |
The estimated fair value costing of these outstanding conditional share awards was based on the following significant inputs:
| Exercise price | The share price at grant date, as noted above. | ||||||
| Expected option life | 46 months (assume contractual plus a leaving percentage of 5%). | ||||||
| Expected dividends | The measurement of the fair value of the conditional share awards did not take into account dividends, as no dividend payment was expected. A continuous dividend yield of 2,6% was used. | ||||||
| Weighted average share price | As above. | ||||||
| Time constraints | Four years from grant date. | ||||||
| Performance (vesting) conditions | There are no performance (vesting) conditions other than the passage of time. | ||||||
| Non-market performance conditions | No non-market conditions. | ||||||
| Market performance conditions | No market conditions. | ||||||
| Weighted average remaining life: | |||||||
| Expected | 28 May 2015: 38 months; 26 May 2014: 26 months; 29 May 2013: 14 months; 11 March 2013: 11 months; 16 November 2012: 8 months. |
||||||
| Contractual | 48 months. | ||||||
Deferred Bonus Plan 2005
Under the deferred bonus plan, participating employees purchase shares in the company with a portion of their after-tax bonus. These pledged shares are held in trust by a third-party administrator for a qualifying period, after which the company awards the employee a number of shares in the company which matches those pledged shares which are then released from trust.
| Expiring
three years from |
Issue price Rand |
Fair value Rand |
Number of
conditional awards 31 March 2015 |
Granted | Settled | Number of
conditional awards 31 March 2016 |
| 30 May 2012 | 111,11 | 87,31 | 66 008 | 66 008 | ||
| 29 May 2013 | 126,85 | 100,49 | 63 630 | 63 630 | ||
| 26 May 2014 | 121,93 | 96,60 | 75 950 | 75 950 | ||
| 25 May 2015 | 131,27 | 103,99 | 63 502 | 63 502 | ||
| 205 588 | 63 502 | 66 008 | 203 082 |
The estimated fair value costing of the outstanding deferred bonus share awards was based on the following significant inputs:
| Share price at grant date | The price at which the deferred bonus share is issued, as noted above. | ||||
| Expected option life | 34 months (assume contractual plus a leaving percentage of 5%). | ||||
| Expected dividends | The measurement of the fair value of the deferred bonus shares did not take into account dividends, as no dividend payment was expected. A continuous dividend yield of 2,6% was used. | ||||
| Weighted average share price | As above. | ||||
| Time constraints | Three years from grant date. | ||||
| Performance (vesting) conditions | There are no performance (vesting) conditions other than the passage of time. | ||||
| Non-market performance conditions | No non-market conditions. | ||||
| Market performance conditions | No market conditions. | ||||
| Weighted average remaining life: | |||||
| Expected | 2015: 26 months; 2014: 14 months and 2013: 2 months. | ||||
| Contractual | 36 months. | ||||
The deferred bonus shares were purchased by the participating employees on 1 June 2015 in respect of the 2015 award. (2014 award purchased 2 June 2014 and the 2013 award purchased 31 May 2013).
Interest of executive directors of the company in share-based instruments
Share Appreciation Right Scheme 2005
| Name | Expiring seven years from |
Grant
price Rand |
Fair value Rand |
Number of rights 31 March 2015 |
Granted | Exercised | Lapsed | Number of rights 31 March 2016 |
Performance condition and time constrained |
| PH Staude | 22 May 2009 | 75,06 | 12,54 | 91 120 | 91 120 | ||||
| 31 May 2010 | 97,49 | 20,00 | 74 289 | 74 289 | |||||
| 31 May 2011 | 90,42 | 17,50 | 87 397 | 87 397 | |||||
| 29 May 2012 | 110,21 | 21,73 | 93 530 | 27 685 | 65 845 | ||||
| 29 May 2013 | 126,85 | 24,30 | 104 578 | 104 578 | 104 578 | ||||
| 26 May 2014 | 121,93 | 23,96 | 115 081 | 115 081 | 115 081 | ||||
| 28 May 2015 | 128,54 | 23,68 | 123 414 | 123 414 | 123 414 | ||||
| 565 995 | 123 414 | 27 685 | 661 724 | 343 073 | |||||
| MH Munro | 25 April 2008 | 92,74 | 16,93 | 25 807 | 25 807 | ||||
| 22 May 2009 | 75,06 | 12,54 | 30 857 | 30 857 | |||||
| 31 May 2010 | 97,49 | 20,00 | 23 638 | 23 638 | |||||
| 31 May 2011 | 90,42 | 17,50 | 28 669 | 28 669 | |||||
| 29 May 2012 | 110,21 | 21,73 | 31 873 | 9 434 | 22 439 | ||||
| 29 May 2013 | 126,85 | 24,30 | 34 476 | 34 476 | 34 476 | ||||
| 26 May 2014 | 121,93 | 23,96 | 47 818 | 47 818 | 47 818 | ||||
| 28 May 2015 | 128,54 | 23,68 | 52 248 | 52 248 | 52 248 | ||||
| 223 138 | 52 248 | 25 807 | 9 434 | 240 145 | 134 542 |
Long Term Incentive Plan 2005
| Name | Expiring three years from |
Issue price Rand |
Fair value Rand |
Number of conditional awards 31 March 2015 |
Granted | Settled | Lapsed | Number of conditional awards 31 March 2016 |
Performance condition and time constrained |
| PH Staude | 29 May 2012 | 110,21 | 47,69 | 39 355 | 10 349 | 29 006 | |||
| 29 May 2013 | 126,85 | 49,22 | 47 660 | 47 660 | 47 660 | ||||
| 26 May 2014 | 121,93 | 51,79 | 49 144 | 49 144 | 49 144 | ||||
| 28 May 2015 | 128,54 | 57,82 | 46 660 | 46 660 | 46 660 | ||||
| 136 159 | 46 660 | 10 349 | 29 006 | 143 464 | 143 464 | ||||
| MH Munro | 29 May 2012 | 110,21 | 47,69 | 12 696 | 3 338 | 9 358 | |||
| 29 May 2013 | 126,85 | 49,22 | 15 709 | 15 709 | 15 709 | ||||
| 26 May 2014 | 121,93 | 51,79 | 20 420 | 20 420 | 20 420 | ||||
| 28 May 2015 | 128,54 | 57,82 | 19 753 | 19 753 | 19 753 | ||||
| 48 825 | 19 753 | 3 338 | 9 358 | 55 882 | 55 882 |
| Name | Expiring three years from |
Issue price Rand |
Fair
value Rand |
Number of conditional awards 31 March 2015 |
Granted | Delivered | Number of conditional awards 31 March 2016 |
Conditional
awards time constrained |
| PH Staude | 30 May 2012 | 111,11 | 87,31 | 17 090 | 17 090 | |||
| 29 May 2013 | 126,85 | 100,49 | 14 720 | 14 720 | 14 720 | |||
| 26 May 2014 | 121,93 | 96,60 | 17 451 | 17 451 | 17 451 | |||
| 25 May 2015 | 131,27 | 103,99 | 13 405 | 13 405 | 13 405 | |||
| 49 261 | 13 405 | 17 090 | 45 576 | 45 576 | ||||
| MH Munro | 30 May 2012 | 111,11 | 87,31 | 5 493 | 5 493 | |||
| 29 May 2013 | 126,85 | 100,49 | 4 821 | 4 821 | 4 821 | |||
| 26 May 2014 | 121,93 | 96,60 | 5 539 | 5 539 | 5 539 | |||
| 25 May 2015 | 131,27 | 103,99 | 4 114 | 4 114 | 4 114 | |||
| 15 853 | 4 114 | 5 493 | 14 474 | 14 474 |
The deferred bonus shares were purchased by the participating employees on 1 June 2015 in respect of the 2015 award. (2014 award purchased 2 June 2014 and 2013 award purchased 31 May 2013).
The share awards were made and exercised at various times and the average share price for the period was R112,38 (2015: R150,90).
The share incentive gains made by directors are reflected here.
