Introductory statement by the Chairman of the Remuneration Committee

The Remuneration report is intended to provide stakeholders with an understanding of Massmart’s remuneration philosophy and practices and how these have been designed to support Massmart’s mission and vision. The information provided in this report has been approved by the Board on the recommendation of the Remuneration Committee.

Chris_sig

Chris Seabrooke
Chairman of the Remuneration Committee
2 April 2015

 

The Remuneration report

The report details information applicable to Massmart’s remuneration policy and practice for Executive and non-Executive Directors and Prescribed Officers. It sets out the actual payments, accruals and awards for the year ended 28 December 2014. The Remuneration report is aligned with the Remuneration guidelines of the King Code of Governance Principles (King III). It is fully compliant with the Companies Act.
The report seeks to provide the following:

  • A summary of the Group’s remuneration philosophy, strategy and policy;
  • The Remuneration Committee and its role;
  • Key remuneration decisions taken during the 2014 financial year;
  • Key remuneration priorities for the 2015 financial year;
  • Guaranteed remuneration;
  • Short term incentives (STI’s);
  • Long term incentives (LTI’s);
  • Executive Directors’ contractual arrangements, pay-mix and payments; and
  • Independent non-Executive Directors’ contracts and payments.

 

+ Remuneration philosophy, strategy and policy

The purpose of Massmart’s remuneration philosophy is to establish fair and equitable reward levels that will attract, motivate and retain high calibre employees. This is in keeping with the Group’s culture and values, whilst aligning remuneration with shareholder interests and best practice.
We strive to ensure that our remuneration policy supports the development and retention of top talent and critical skills.
Its purpose is to ensure a workforce that is motivated to successfully develop, implement and support the Group’s business strategy. The focus is on ensuring the long-term growth and success of the Group and enhancement of stakeholder value.
Primary objectives of the remuneration programmes:

  • Provide competitive and equitable remuneration, based on an employee’s skills, performance and contributions to the Group, among other factors;
  • Attract and retain the talent necessary to achieve the Group’s business objectives;
  • Develop a sense of Group ownership and align the interests of employees with those of its shareholders; and
  • Provide opportunities for the potential of greater financial rewards to those who perform well with their job responsibilities.

Massmart is committed to maintaining market-related pay levels that reflect a job’s worth to the Group. This includes incentives that recognise and reward individuals for business and individual performance against targets.
Massmart’s total reward offering comprises the following elements:

  • Guaranteed package, specifically basic salary and benefits including motor vehicles, retirement funding and medical aid;
  • STI’s, represented as multiples of basic monthly salary linked to the achievement of targets and / or personal performance; and
  • LTI’s, represented as a percent of guaranteed package in a mix of Performance and Restricted share awards.

The total reward offering of guaranteed package, STI’s and LTI’s is intended to provide value to employees at a minimum of the 75th percentile of the market, dependent on achievement of goals against targets. Regular reviews of remuneration against market ensure that the total reward offering remains competitive.
Each year at the Annual General Meeting, in accordance with King III, the Group remuneration policy is put to a non-binding advisory vote. This non-binding advisory vote allows shareholders to express their views on the remuneration policies adopted by the Group and on their implementation.

 

+ Remuneration Committee and its role

Composition
The Remuneration Committee consists of three non-Executive Directors, two of whom are independent. Meetings are held four times per year and more often if deemed necessary. The CEO is a permanent invitee to all Committee meetings. Other nominated Executives attend meetings by invitation. Neither the CEO nor nominated invitees are present when matters relating to their own remuneration are discussed. The Group General Counsel acts as secretary for the Committee.

Responsibilities
In accordance with the Remuneration Committee Charter, as set out by the Board, the responsibilities of the Committee include:

  • Reviewing the Group remuneration strategy and policies to ensure alignment with the Group strategic, operating and financial objectives and remuneration best practice principles;
  • Evaluating the remuneration packages of the Executive Directors and Group Executive Committee to ensure base pay and benefits are market-competitive and fair, and STI’s and LTI’s are equitably related to relevant performance indicators;
  • Approving performance-related STI and LTI targets;
  • Making recommendations to the Board on amendments to STI and LTI schemes;
  • Reviewing and recommending independent non-Executive Directors’ and Board committee members’ fees and also the fees of any director-related entities providing services to the Group;
  • Reviewing Group remuneration practices and policies; and
  • Selecting independent consultants to advise the Board where appropriate.

A full account of the role and responsibilities of the Remuneration Committee is described in the Remuneration Committee Charter and is available on request.

 

 

Key decisions taken in 2014

  • Retirement date change: The retirement age for all employees was increased from 60 to 65. The decision was taken to provide an additional five years employment to retain employee skills whilst providing further opportunity for employees to save for retirement.
  • Remuneration structure: Massmart introduced a formal and uniform salary structure in the business during 2014. This structure will be used to measure employee basic salaries and ensure internal and external parity, and is linked to the Hay process noted below.
  • Job grading and profiling: the Hay Group job evaluation system was formally implemented and is currently being rolled-out across the Group. Each Executive role has been evaluated using the Hay Guide Chart® Profile Method of Job Evaluation, to enable accurate, objective and consistent monitoring of pay and benefits against relevant market levels.

 

Key priorities for 2015

  • Review of the competitive positioning of the Massmart Annual Incentive Plan and Share Incentive Plan to better align the plans to Massmart’s business requirements.
  • Continue the development of job descriptions, the evaluation of all jobs and the formalisation of grade levels throughout the Group through to store level.
  • Review of employee participation in the medical schemes to assess the feasibility of providing health care benefits to all permanently appointed employees.

 

 
+ Overview of remuneration

Massmart remains committed to ensuing competitive remuneration packages whilst managing costs. Massmart participates in a number of annual industry surveys to ensure the remuneration, benefits and incentives on offer are maintained at market-competitive levels. Remuneration packages as a whole are regularly measured against the national market with additional comparisons within the retail industry and against similar-sized South African listed companies.

Guaranteed remuneration

Annual salaries
Salaries are reviewed annually against market data and increases are awarded on basic salary. The actual percentage increases awarded are determined based on both market trends and on individual merit, taking salary positioning against the Massmart salary structure into account. The Committee is alert to the concentrated and highly competitive nature of the South African retail market, as well as a shortage of retail-specific skills, and sets compensation levels accordingly.
In July 2014, increases awarded to Massmart’s Execucom and Divisional Directorates averaged 7.2%, however this average includes market-related adjustments for six of the Executive team members. If the market adjustments for these six executives are excluded from the metrics, the average annual increase percentage awarded to these Executives amounts to 6.6%. The average percentage increase to salaries across the Group was 6%.

Motor vehicle benefits
Travel allowances, or company cars, are provided to nominated employees to enable them to perform their duties as required. The quantum of the allowance or company car value is determined based on the requirements of each specific role.

Retirement funding
All employees are required to belong to either a pension or provident fund. The current Group-approved funds are all defined contribution schemes. The remainder of funds comprise those funds that have been incorporated into the Group through acquisitions. These are in the process of being incorporated into the Group-approved funds through Section 14 transfers. The distribution of employees across the various Massmart funds is noted in the table below.

Fund Name % of Employee Base
Massmart Pension Fund 15
Massmart Provident Fund 73
SACCAWU National Provident Fund 8
Other* 4

* Funds currently undergoing Section 14 transfers

 

Alexander Forbes has administered the Massmart funds for a number of years. A formal service level agreement is in place that regulates this relationship. The trustees of the funds monitor fund performance on a quarterly basis.

Fund Name December 2014
Portfolio value
Rm
Gross annualised returns
MRF Balanced 3 ,181.8 12.1%
MRF Conservative 151.0 12.1%
MRF Aggressive 107.2 12.3%
Investment Solutions Performer  283.0  11.5%
Investment Solutions Banker 89.0 7.9%
Other Investment Solutions Portfolios* 51.3   51.3
Total 3,863.3

*Other Investment Solutions Portfolios are made up of IS Conserver, IS Real Return and IS Prescient Pensioner

Fund Name December 2013
Portfolio value
Rm
Gross annualised returns
MRF Balanced 2,775.7 24.7%
MRF Conservative 148.4 12.1%
MRF Aggressive 80.6 24.3%
Investment Solutions Performer  263.8  25.5%
Investment Solutions Banker 89.0 6.5%
Other Investment Solutions Portfolios* 101.3 62.6
Total 3,432.4

 

Medical plans
It is compulsory for all new permanent Massmart Group employees to join a Company-approved medical plan. The Group has the responsibility of ensuring that the appropriate plans are offered to employees and that the contribution levels are sustainable and affordable for all levels of employees.
The current Massmart Health Plan offers employees a broad range of options with good benefits at very competitive rates and so aims to reduce reliance on open schemes. The current Group subsidy is 50% of total contribution for principal member and spouse. The Massmart Health Plan is regulated in terms of the Medical Schemes Act and the Council for Medical Schemes. The Scheme has been audited by PWC and has been found to be compliant with all required submissions.
Affordable and accessible private health cover has been an on-going objective for Massmart since 2009, and Massmart has consistently been able to increase its coverage targets year-on-year. In 2014, Massmart achieved an estimated 65% healthcare coverage of permanent employees and in the same year introduced a Network option which currently covers almost 1,600 employees. Massmart is on a journey to achieving affordable and sustainable healthcare for all of its employees.
The current strategy is to be able to offer employees a broad range of good benefits at affordable rates within the Massmart Health Plan and reduce reliance on open schemes due to the challenges that open schemes have of anti-selection, retiree buy-downs and broker commission, resulting in cross subsidisation by younger and healthier members. Open schemes therefore tend to have higher annual contribution increases and benefit restrictions in order to manage these risks.
Current company-approved medical aid plans for all new permanent employees from 2015:

Medical plan Employees
Ocsacare (Employee only option)
(Occupational health offering)
3,898
Massmart Health Plan – Choice
(Company’s closed scheme)
3,135
Massmart Health Plan – Network
(Company’s closed scheme)
 1,633
Africa-approved
(Africa expatriate employees)
37
Total 8,703

 

The medical aid schemes below are closed to new membership however existing members can remain on these. Different company subsidies exist on these schemes due to historic employer / employee commitments.

Medical plan Employees
Resolution Health
(closed 1 January 2014)
 3,026
Compcare NetworX
(closed 1 January 2015)
2,579
Other 418
Total 6,023

 

Total employees on medical schemes 14,726

 

Short-term Incentives
Massmart places particular emphasis on generous annual incentives for high performance. The Annual Incentive Plan (AIP) categorises a range of performance incentives linked to the approved annual operating income targets for both Group and Divisions. In order to align with the Walmart metrics, performance against planned operating income targets was selected as the performance measure. For business performance below 90% of planned operating income, no incentives are earned. At the lower levels of the AIP, an individual metric based on employee performance is included.
Participating employees can earn an increasing multiple of their monthly basic salary dependent upon achievement against these agreed targets.
Outside of the AIP, the Committee also has the option to provide discretionary awards to reward individual performance. The discretionary awards are capped at not more than 25% of target AIP. If awarded, these incentives are paid annually.
With this being only the second year since plan inception, there is not enough information to provide trends on plan performance. The intention is to provide this information in subsequent remuneration reports.

Long-term Incentives
The Massmart Share Incentive Plan (SIP) is a long-term equity incentive plan that ensures alignment of reward with shareholders’ interests, in particular the sustained creation of shareholder value. Full-value shares rights are awarded bi-annually to qualifying permanently employed individuals. Initial qualification is based on a minimum earning criteria as well as motivation by the Executive Committees of each of the Divisions. Final approval for participation is provided by the Remuneration Committee.

Share award parameters
At Executive level, the value of the award ranges between 40 – 100% of guaranteed package. At other levels, the award is based on 25% of guaranteed package. The plan provides for a mix of performance shares, which are awarded annually in March and grants of restricted shares which are granted annually in September, based on the level of employee. At Executive levels, the mix is 75% performance shares and 25% restricted shares, and at other levels, 50% / 50%.
The performance share metrics have been designed to align with Walmart’s metrics and are measured individually against approved annual nominal sales and ROI targets over three separate years with an equal weighting. Both targets have ranges and the final awards are calculated based on a sliding scale between the ranges 50%-150%. If achieved, the awards are equity-settled at the end of the third year. If performance against either of the targets does not achieve at least the minimum of the range, no performance share awards will be provided against that target. Performance against target has resulted in the release of performance shares equivalent to 35.9% (2013) and 108.2% (2014).
Restricted share grants are specifically utilised for retention purposes and vest on a time basis, being one third each at the end of years 3, 4 and 5.
As is the case with the AIP, this is only the second year since plan inception; therefore there is not enough information to provide trends on plan performance. The intention is to include this information in subsequent remuneration reports.

Massmart Employee Share Trust
Prior to 2013, qualifying Massmart employees were eligible to receive a share option allocation, which was subject to a Group performance target set at CPI plus 5% growth in Headline Earnings per Share (HEPS). Performance hurdles had to be met in order for employees to receive an allocation. Options vest in equal amounts over four years commencing on the second anniversary of the grant date. Options expire five years after the last vesting date, at which time any unexercised options are returned to the Scheme.
During 2012, the final allocation was awarded under the scheme, which was subsequently replaced by the Massmart Share Incentive Plan. No options have been awarded under the Trust since.

Massmart Black Scarce Skills Trust
The Black Scarce Skills Trust is a share-scheme used to attract and retain skilled African, Coloured and Indian employees. The Executive Committees of each of the divisions and the Massmart Remuneration Committee submit their nominations to the Black Scarce Skills Trust trustees for approval, upon which allocations are made bi-annually in April and October of each year. A beneficiary is only eligible for a single allocation.

+ Executive pay mix

Anticipated contribution to total annual packages
The Committee believes that over an extended period and subject to business performance, Executives’ annual package should comprise approximately equal amounts from basic salary, Annual Incentives (AIP) and Share Incentives (SIP). The amounts received annually under AIP will vary on business performance, while those received under the SIP will also vary on business performance and growth of the Massmart share price. It is anticipated that about two thirds of Executives’ compensation should be variable and conditional upon sustainably improving business performance.

Executive Directors’ contracts and earnings
The comments below provide further background and context to the figures disclosed in tables which follow.

Guy RC Hayward
Guy was appointed as CEO in June 2014 following the resignation of Grant Pattison. The Remuneration Committee awarded Guy a 36.5% increase in basic salary commensurate with his new position following a third party executive remuneration analysis.
In terms of Massmart’s AIP, Guy received an incentive payment of R5,9 million (equivalent to 14.2 months of salary).
During the year to December 2014 Guy did not convert or sell any Massmart options or shares.
Through the Employee Share Trust, Guy holds 456,906 Massmart shares and options of which 19,912 shares are held by the Bluett-Hayward Trust, of which Guy is a discretionary beneficiary. The average length of time that he has held these is 4.26 years and the average strike price is R124.67 per share. Guy also owns 36,517 Massmart shares directly.
Through the SIP, Guy was awarded 32,786 performance share awards on 17 March 2014 and 11,506 restricted share grants on 15 September 2014.
Guy is contractually bound by a notice period of twelve months.

Grant M Pattison
Grant resigned and stepped down as CEO at the end of May 2014 and agreed to remain on the Massmart Board as an Executive Director until the end of December 2014. Having tendered his resignation in February 2014, Grant was not eligible for and did not receive a salary increase, AIP payment or shares under the SIP.
During the year to December 2014 Grant converted 47,000 Massmart options and settled loans on 183,750 shares from the Employee Share Trust.
For the year ended December 2014, through the Employee Share Trust, Grant held 453,271 Massmart shares and options of which 42,202 shares and 158,603 options are held by the Pattison Family Trust, of which Grant is a discretionary beneficiary. The average length of time that he has held these shares is 6.23 years and the average strike price is R95.31 per share. In addition, the Pattison Family Trust and a related company, GPAM, own an additional 348,805 shares.

Ilan Zwarenstein
The Remuneration Committee awarded Ilan a 6.5% increase on his basic salary in July 2014.
In terms of Massmart’s AIP, Ilan received an incentive payment of R 2,8 million (equivalent to 14.2 months of salary).
During the 52 weeks ended December 2014 Ilan did not convert any Massmart options.
Through the Employee Share Trust, Ilan holds 167,331 options. The average length of time that he has held these is 3.15 years and the average strike price is R 151.44 per share.
Through the SIP, Ilan was awarded 16,686 performance awards on 17 March 2014.
In August 2014, Ilan announced his intention to resign as Group Finance Director. At the request of the Board he remained in his role until 12 March 2015. Having tendered his resignation, he received no restricted share grants on 15 September 2014.

Johannes van Lierop
Following the resignation of Ilan Zwarenstein from his role as Group Finance Director, Johannes van Lierop was appointed as Chief Financial Officer of Massmart with effect from 12 March 2015.

+ Actual values paid in 2014

Actual-values-paid-in-2014

index_blue Guaranteed Package
index_grey AIP
index_green Gain on exercise of share options

 

 

 

+ Top three executives’ salaries

With the exception of the Executive Directors’ remuneration, the Board has made the decision not to disclose the individual salaries of the top three executives but has instead, disclosed the aggregate salaries of the three Executives concerned. This decision was taken due to the specialised retail skills of these executives, their value to Massmart and the highly competitive South African retail environment.
During the 52 weeks ended December 2014, the top three Executives’ combined salaries (comprising basic salary, motor vehicle allowances, medical aid, retirement benefits and bonuses and performance-related payments) were
R34.7 million (December 2013: R23.6 million).

+ Non-Executive Directors contracts and policies

One-third of the non-Executive directors are required to retire every year and Massmart Executive Directors have elected to also retire on this basis. As a result, all Directors retire by rotation at least every three years and are then eligible to offer themselves for re-election. In addition, shareholders must ratify the initial appointment of each Director at the first Annual General Meeting following that Director’s appointment.
All Committee members complete detailed self-assessments covering the composition, duties, responsibilities, process and effectiveness of the relevant committees. The results of these assessments are collated by the Company Secretary and sent in summarised form to the Chairperson for a formal written response. The summarised results, together with the Chairperson’s written response, are included in the Board papers at the November Board meeting.

+ Payments made to non-Executive Directors

The Walmart-appointed non-Executive Directors do not receive fees from Massmart.
Each independent non-Executive Director receives a fixed fee for their services based on their board membership and membership of the Board sub-committees. The Board has elected to pay a fixed fee only, without the payment of additional attendance fees. This decision was taken on the basis that many Directors provide expertise that extends beyond the boardroom.
The remuneration of non-Executive Directors is reviewed annually by the Remuneration Committee and the Board, after a benchmarking exercise against market. Fees are required to be competitive but not in the top quartile of the market. Recommendations for increases are made to shareholders at the Annual General Meeting for consideration and approval.
Non-Executive Directors do not qualify for participation in any share or incentive scheme.
The following fees for the non-Executive Directors will be proposed at the May 2015 Annual General Meeting for the period from 28 May 2015, to the date of Massmart’s Annual General Meeting in respect of its financial year ending December 2015:

2015 2014
Chairman of the Board 1,200,000 871,000
Deputy Chairman 625,000  625,000
Directors 275,000 259,000
Committee Chairpersons 252,000 252,000
Committee Members 128,000 120,000

 

 

+ Directors’ emoluments
R000 Services as directors of Massmart Holdings Limited Salary and allowances Bonuses and performance related payments1 Other benefits Retirement and related benefits Subtotal Fringe benefit of interest-free loans used to finance shares2 Gains on exercise of share options and on shares purchased by directors Total
For the 52 weeks ended December 2014
Executive directors
Pattison, GM3 -  5,215 -  692  365  6,272  1,365  15,788  23,425
Hayward, GRC -  4,443  5,916  667  337  11,363  844 -  12,207
Zwarenstein, I4 -  2,603  2,827  103  162  5,695 - -  5,695
-  12,261  8,743  1,462  864  23,330  2,209  15,788  41,327
Non-executive directors
Lamberti, MJ5  359 - - - -  359 - -  359
Seabrooke, CS  1,491 - - - -  1,491 - -  1,491
Cheesewright, D6 - - - - - - - - -
Davis, JA6 - - - - - - - - -
Gwagwa, NN  512 - - - -  512 - -  512
Langeni, P  758 - - - -  758 - -  758
Dlamini, KD  892 - - - -  892 - -  892
Suarez, JP - - - - - - - - -
Broader, S7 - - - - - - - - -
Clarke, A7 - - - - - - - - -
 4,012 - - - -  4,012 - -  4,012
Prescribed Officers
  Prescribed Officer A - - - - -  13,683  293 -  13,976
  Prescribed Officer B - - - - -  8,115 - -  8,115
  Prescribed Officer D - - - - -  4,703 - -  4,703
  Prescribed Officer E - - - - -  6,089 - -  6,089
  Prescribed Officer F - - - - -  13,718 -  2,300  16,018
  Prescribed Officer G - - - - -  4,476  239 -  4,715
  Prescribed Officer I - - - - -  4,913  11  209  5,133
  Prescribed Officer K - - - - -  4,787 - -  4,787
  Prescribed Officer L - - - - -  3,912 - -  3,912
  Prescribed Officer M - - - - -  4,630  76 -  4,706
- - - - -  69,026  619  2,509  72,154
Total  4,012  12,261  8,743  1,462  864  96,368  2,828  18,297  117,493
1In order to match incentive awards with the performance to which they relate, bonuses above reflect the amounts accrued in respect of each year and not amounts paid in that year.
2Held in terms of the rules of the Company’s share scheme.
3Resigned with effect from 31 December 2014.
4Resigned from the Board with effect from 12 March 2015.
5Resigned with effect from 10 April 2014.
6Resigned with effect from 16 July 2014.
7Appointed with effect from 16 July 2014
R000 Services as directors of Massmart Holdings Limited Salary and allowances Bonuses and performance related payments1 Other benefits Retirement and related benefits Subtotal Fringe benefit of interest-free loans used to finance shares2 Gains on exercise of share options and on shares purchased by directors Total
For the 53 weeks ended December 2013
Executive directors
Pattison, GM3 -  5,215  1,304  772  365  7,656  1,413 -  9,069
Hayward, GRC -  3,560  916  686  249  5,411  814 -  6,225
Zwarenstein, I4 -  2,447  561  113  153  3,274  1  1,863  5,138
-  11,222  2,781  1,571  767  16,341  2,228  1,863  20,432
Non-executive directors
Lamberti, MJ5  1,213 - - - -  1,213 - -  1,213
Seabrooke, CS  1,256 - - - -  1,256 - -  1,256
Cheesewright, D6 - - - - - - - - -
Davis, JA - - - - - - - - -
Gwagwa, NN  451 - - - -  451 - -  451
Langeni, P  689 - - - -  689 - -  689
Suarez, JP - - - - - - - - -
 3,609 - - - -  3,609 - -  3,609
Prescribed Officers
  Prescribed Officer A - - - - -  9,712  370  2,702  12,784
  Prescribed Officer B - - - - -  6,161 - -  6,161
  Prescribed Officer D - - - - -  3,694  6  5,904  9,604
  Prescribed Officer E - - - - -  4,327 - -  4,327
  Prescribed Officer F - - - - -  7,756 -  389  8,145
  Prescribed Officer G - - - - -  2,530  229 -  2,759
  Prescribed Officer I - - - - -  2,831  43  719  3,593
  Prescribed Officer K - - - - -  2,979 - -  2,979
  Prescribed Officer L - - - - -  2,930 - -  2,930
  Prescribed Officer M - - - - -  2,582  73 -  2,655
- - - - -  45,502  721  9,714  55,937
Total  3,609  11,222  2,781  1,571  767  65,452  2,949  11,577  79,978
1In order to match incentive awards with the performance to which they relate, bonuses above reflect the amounts accrued in respect of each year and not amounts paid in that year.
2Held in terms of the rules of the Company’s share scheme.
3Resigned with effect from 31 December 2014.
4Resigned from the Board with effect from 12 March 2015.
5Resigned with effect from 10 April 2014.
6Resigned with effect from 16 July 2014.

 

+ Details of Directors’ shares and share options per Director
Relevant date Subscription price (R) Market price (R) Number of shares/share options Gain on sale/exercise (R 000’s) Expiry date
Pattison, GM
Employee Share Option Scheme (note 29)
Balance at December 2012  684,021
Options exercised/ shares sold - - - - -
Balance at December 2013  684,021 -
Options exercised 1 April 2005  42  120  (47,000)  1,969
Shares sold 23 May 2006  54  120  (183,750) -
Balance at December 2014  453,271
Comprising: 23 May 2006  54  183,750 22 May 2016
24 May 2007  94  26,948 23 May 2017
26 May 2008  73  41,768 25 May 2018
27 May 2009  78  42,202 26 May 2019
1 September 2011  154  158,603 31 August 2021
Employee Share Awards Scheme (note 29)
Balance at December 2012 -
Performance share awards 16 September 2013 - -  28,705 - 15 September 2016
Restricted share grants 16 September 2013 - -  9,569 - 15 September 2018
Balance at December 2013  38,274
Share awards/ Share grants - - - - - -
Balance at December 2014  38,274
Comprising: Performance share awards 16 September 2013 - -  28,705 - 15 September 2016
                     Restricted share grants 16 September 2013 - -  9,569 - 15 September 2018
Hayward, GRC
Employee Share Option Scheme (note 29)
Balance at December 2012  456,906
Shares sold - - - - - -
Balance at December 2013  456,906 -
Options exercised/ shares sold - - - - -
Balance at December 2014  456,906 -
Comprising: 24 May 2007  94 -  24,444 23 May 2017
1 April 2008  67 -  19,912 31 March 2018
26 May 2008  73 -  36,573 25 May 2018
27 May 2009  78 -  105,448 26 May 2019
1 September 2011  154 -  120,987 31 August 2021
16 May 2012  160 -  149,542 15 May 2022
Employee Share Awards Scheme (note 29)
Balance at December 2012 -
Performance share awards 16 September 2013 - -  20,848 - 15 September 2016
Restricted share grants 16 September 2013 - -  6,950 - 15 September 2018
Balance at December 2013  27,798
Performance share awards 17 March 2014 - -  32,786 - 16 March 2017
Restricted share grants 15 September 2014 - -  11,506 - 14 September 2019
Balance at December 2014  72,090
Comprising: Performance share awards 16 September 2013 - -  20,848 - 15 September 2016
                       Restricted share grants 16 September 2013 - -  6,950 - 15 September 2018
                       Performance share awards 17 March 2014 - -  32,786 - 16 March 2017
                       Restricted share grants 15 September 2014 - -  11,506 - 14 September 2019
Zwarenstein, I
Employee Share Option Scheme (note 29)
Balance at December 2012  182,659
Options exercised 1 April 2008  67  196  (2,742)  354
Options exercised 26 May 2008  73  196  (5,234)  644
Options exercised 27 May 2009  78  196  (7,352)  871
Balance at December 2013  167,331  1,869
Options exercised - - - - - -
Balance at December 2014  167,331
Comprising: 26 May 2008  73 -  8,037 25 May 2018
27 May 2009  78 -  3,677 26 May 2019
1 September 2011  154 -  63,941 31 August 2021
16 May 2012  160 -  91,676 15 May 2022
Employee Share Awards Scheme (note 29)
Balance at December 2012 -
Performance share awards 16 September 2013 - -  12,759 - 15 September 2016
Restricted share grants 16 September 2013 - -  4,253 - 15 September 2018
Balance at December 2013  17,012
Performance share awards 17 March 2014 - -  16,686 - 16 March 2017
Balance at December 2014  33,698
Comprising: Performance share awards 16 September 2013 - -  12,759 - 15 September 2016
                       Restricted share grants 16 September 2013 - -  4,253 - 15 September 2018
                       Performance awards 17 March 2014 - -  16,686 - 16 March 2017
The directors interest in the Company’s shares and options held at reporting date can be found in the Director’s Report.