I am pleased to present the Massmart Remuneration Report for the year ended December 2015. This year we have changed the layout of the report aligning it closer to market trends by separating the report into the following three sections:

  • Section A is the Remuneration Committee Chairman’s report;
  • Section B covers Massmart’s remuneration philosophy and policy; and
  • Section C reports on Massmart’s application of the remuneration policy during 2015.
 

Section A: Report from the Chairman of the Remuneration Committee

Introduction to the Remuneration Report

This report details information applicable to Massmart’s remuneration philosophy, policy and practice for Executive and non-Executive Directors. It sets out the actual payments, accruals and awards for the year ended December 2015.

The Remuneration Report is aligned with the Remuneration guidelines of the King Code of Governance Principles (King III) and it is compliant with the Companies Act.

The report seeks to provide the following:

• A summary of the Group’s remuneration policy, philosophy and objectives;
• The Remuneration Committee and its role;
• Key remuneration decisions taken during the 2015 financial year;
• Key remuneration priorities for the 2016 financial year;
• Executive Directors’ contractual arrangements, pay-mix and earnings; and
• Non-Executive Directors’ contracts and payments.

Massmart Group performance

For the year ended December 2015 Massmart’s total sales were R84.7 billion, an increase of 8.4% over the prior year (2014: R78.2 billion and 2013: R72.3 billion). Pleasingly, Group operating profit, excluding foreign exchange movements and interest, grew by 14.1% to R2.3 billion (2014: R2.0 billion and 2013: R1.9 billion).

Both the Short Term Incentives (STI’s) and Long Term Incentives (LTI’s) in Massmart are linked to the performance of the Massmart Group. Further details on the 2015 STI pay-out and the LTI vesting are included in Section C.

Director changes

We are pleased to announce the appointment of Enrique Ostalé to the Board of Directors of Massmart with effect from 24 February 2016.  Enrique is the President and Chief Executive Officer of the Walmart Latam, India and Africa Region. Enrique will be sitting on both the Nomination and Remuneration Committees, following the resignation of Shelley Broader on 9 November 2015.

During 2015 there were separate announcements concerning the appointments of Johannes van Lierop and Moses Kgosana, as well as the resignation of Ilan Zwarenstein. Johannes was appointed as Chief Financial Officer with effect from 12 March 2015 and his remuneration, as set out in this Report, has accordingly been included from this date.

Massmart acknowledges that employing expatriates in South Africa, a country with high unemployment, is a sensitive and difficult decision. However Massmart feels that to meet the challenges lying ahead, as described in Our CEO’s letter to our stakeholders, global skills, especially those with experience of the African continent, are required to achieve the goals of the Company.

Key decisions taken during 2015

Remuneration structure:

  • In 2014 Massmart introduced a formal salary structure. This has been further entrenched and applied in 2015. This structure has been used to measure employees’ Total Guaranteed Package (TGP) or basic salaries and to ensure internal equity as well as market competitiveness.
  • During 2015 Massmart conducted detailed salary and incentive benchmarking to determine market competitiveness and fairness of salaries compared to market.

Key remuneration priorities approved by the Remuneration Committee for 2016:

  • In January 2016 Massmart introduced truCARE. This is an occupational health-offering providing our permanent employees access and services, at no cost to the employee, to private primary healthcare at practitioners located close to their place of work. The truCARE offering is available only to employees who earn below a predetermined threshold and who are not on one of the Company-approved and subsidised medical aid options.
  • In 2016 Massmart plans to transition management employees from awarding increases on basic salary to awarding increases on TGP.
  • The ability to implement a non-financial Annual Incentive Plan (AIP) metric to employees at Executive level in future. These non-financial metrics are aimed at driving business strategy. All metrics, targets and their measures will be approved by the Remuneration Committee. Such metrics will remain in place for one year and new proposals will be tabled to the Remuneration Committee each year.
  • To implement additional LTI participation opportunities for high-performing talented BBBEE permanent employees who would not be eligible to participate in the existing LTI participation opportunities.
  • Implement occupational health and wellness benefits to all permanently-appointed employees earning below the tax threshold.

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
1 April 2016

 

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Section B: Remuneration policy

+ Primary objectives of our 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 within 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. Within this context, Massmart’s total reward offering comprises the following elements:

 

MASSMART’S TOTAL REWARD OFFERING

Total Guaranteed
Package
(TGP)
  • Basic Salary
  • Retirement and Medical Aid Benefits
  • Car/Travel Benefits

Other expatriate benefits
Appropriate for the level of each employee
Aims to attract and reward

Short Term
Incentives
(STI)

  • One year Annual Incentive Plan (AIP)
  • Bonus is expressed as a multiple of basic monthly salary

Aligned to the achievement of financial and non-financial targets

Long Term
Incentives
(LTI)

  • Performance and Restricted share awards
  • Award is expressed as a percentage of the TGP

Aligned to Company financial performance and shareholder returns

 

TGP is benchmarked to the median, but if stretch performance is achieved for the STI’s and LTI’s, the total reward package is intended to pay out at the 75th percentile.

Advisors

The Remuneration Committee makes use of external advisors, namely:

  • PwC Remchannel
  • Hay Group
  • Deloitte

Massmart remains committed to ensuing competitive remuneration packages whilst managing costs. Massmart participates in a number of annual Remuneration and Benefit 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.

+ Remuneration philosophy

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 line with the Group’s culture and values, whilst aligning remuneration with shareholder interests and best practice in the retail environment.

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 the enhancement of stakeholder value.

Each year at the Annual General Meeting (AGM), 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. For more information on the Group’s remuneration policy, please contact the Chairman of the Remuneration Committee.

 TOTAL GUARANTEED PACKAGE (TGP)

Basic Salary The basic salary provides a fixed income as determined to be appropriate and market-aligned for each particular level and or role. Salaries are reviewed annually against market data. Increases are awarded on basic salary in July each year. The actual percentage increases awarded are determined by taking CPI, business performance, market trends and individual merit into account, whilst also considering salary positioning against the Massmart salary structure and market data. Expatriate employees working for Massmart in South Africa receive a basic salary denominated in US Dollars as well as additional non-cash benefits e.g. housing, schooling and home leave. The TGP is benchmarked around the market median.
Retirement Benefits All permanent employees are required to belong to a Group-approved retirement fund. The current Group-approved funds are all defined contribution schemes. The funds provide the employee an opportunity to save for retirement. Life, disability and funeral cover are also provided to all permanent employees. 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. The Company contributes 10.5% of Pensionable Salary to the retirement fund and related insurances. Employees contribute at least 7%.
Medical Aid Benefits 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 appropriate plans are offered by the Massmart Health Plan and that contribution levels are sustainable and affordable for all levels of employees. Expatriate employees are covered by a separate international medical insurance. The Company contributes a portion of the medical aid fund contribution; the difference is contributed by the employee.
Car / Travel
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 level and/or role.
+ Short Term Incentive

ANNUAL INCENTIVE PLAN (AIP)

Purpose The AIP aims to incentivise and reward the achievement of the approved annual operating income targets. Massmart places particular emphasis on generous annual incentives for high performance.

Eligibility

Executives and employees from a certain staff level are able to participate in the AIP, subject to Remuneration Committee approval.
Components The AIP opportunity is 100% linked to the approved annual operating income targets for both the Massmart Group and its Divisions. Group Executives are 100% incentivised on Group Performance, while Divisional Executives are incentivised on 75% of Divisional performance and 25% of Group performance.
Formula Participating employees can earn an increasing multiple of their monthly basic salary dependent upon achievement against the agreed targets.
Financial
performance

In order to align with Walmart’s 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 and incentives are capped at 107% of planned operating income, unless the Remuneration Committee has approved a super maximum target for a specific year.

Individual performance At the lower levels of the AIP an individual metric, based on employee performance, is included.
Bonus pay-outs

At Executive level the bonus pay-outs per achievement level are:

Annual Incentive Plan (AIP) Graph
*A super-maximum level may be agreed and approved by the Remuneration Committee.

Discretion of the Remuneration Committee

Outside of the AIP, the Remuneration 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.

 

 

+ Long Term Incentive

Massmart believes in rewarding employees for performance that is aligned to shareholders’ interests, in particular the sustained creation of shareholder value. In prior years, various share schemes were established to recognise and reward different levels of employees. In May 2013, the Massmart Share Incentive Plan that is more closely aligned to the Walmart approach, was approved and replaced all other share schemes.

No further share options are issued from either the Massmart Holdings Limited Employee Share Trust; the Massmart Black Scarce Skills Trust; or the Massmart Thuthukani Empowerment Trust. Those options which have not yet vested through the above-mentioned Trusts will still vest according to the relevant rules and plans.

SHARE INCENTIVE PLAN (SIP)

Purpose The SIP is a long-term equity-based incentive plan. A combination of Performance Shares and Restricted shares is awarded to qualifying employees.

Eligibility

Full-value share rights are awarded bi-annually to qualifying permanent employees.

In 2015, 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.

Eligibility and award values have been benchmarked to the PwC-reported LTI awards and Massmart is positioned in the upper quartile.

Operation and instruments Performance Shares

The performance share metrics have been designed to align with Walmart’s metrics and are measured individually against approved Group-level annual nominal sales and Return on Investment (ROI) targets, over three separate years, with an equal weighting. Each target has a range and the final awards are calculated based on a sliding scale in the range of 50%-150%. If achieved, the awards are equity-settled at the end of the third year. If performance against either of the targets falls under the minimum of the range, no performance share awards will be provided against that target.

Restricted Shares

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.

Mix of awards 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 the employee. At Executive levels, the mix is 75% performance shares/25% restricted shares and at other levels, 50%/50%.
Value of awards Currently, at Executive level, the award value of the award ranges between 40%-100% of TGP. At other levels, the award is based on 12.5%-25% of TGP.
Limits In aggregate all participants, under all Plans, may not exceed 39.5 million shares.Individually, one participant may not exceed 4 million shares.
Settlement

The settlement of grants and awards are done primarily through on-market share purchases.

Discretion of the Remuneration Committee

The Remuneration Committee may approve special restricted share awards to employees which the Company wishes to recognise for extraordinary achievements.

 

 

+ Non-Executive Directors

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 AGM 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 Chairman for a formal written response. The summarised results, together with the Chairman’s written response, are included in the Board papers at the November Board meeting.

Non-Executive Director fees

These fees remunerate the non-Executive Directors for their time, responsibilities and commitment to Massmart.

Each independent non-Executive Director receives a fixed fee for their services based on their Board membership and membership of the Board 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 Walmart-appointed non-Executive Directors do not receive fees from Massmart.

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 necessarily in the top quartile of the market. Recommendations for increases are made to shareholders at the AGM for consideration and approval.

Non-Executive Directors do not qualify for participation in any share plan or incentive scheme.

Proposed fees 2016

Following a market benchmarking of fees as mentioned above, a few changes have been proposed:

Role   2016 Fee (R)   2015 Fee (R)   % Change
Chairman of the Board   1,270,000   1,200,000   5.8
Deputy Chairman of the Board   660,000   625,000   5.6
Independent non-Executive Directors   350,000   275,000   27.3
Audit and Risk Committee Chairmen   267,100   252,000   6.0
Other Board Committee Chairmen   252,000   252,000  
Board Committee Members   128,000   128,000  
+ The 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 approved 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 members 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.

+ Executive pay mix

Anticipated contribution to total annual packages

The Committee believes that over an extended period and subject to business performance, Executives’ total annual remuneration (TAR) should comprise approximately equal amounts from TGP, AIP and SIP. The amounts received annually under AIP will vary depending on business, and to some extent personal, performance, while those received under the SIP will also vary depending on business performance and the growth of the Massmart share price.

It is anticipated that about two thirds of Executives’ remuneration should be variable and conditional upon sustainably improving business performance.

 

Section C: Application of the remuneration policy

In this section we report on the application of Massmart’s remuneration policy during the year ended December 2015.

 

+ Actual pay-outs and increases

TOTAL GUARANTEED PACKAGE (TGP)

Basic Salary

The Committee remains 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 remuneration levels accordingly.

Following the detailed salary benchmarking conducted, a number of Executive salaries were adjusted to compensate changes in roles and additional responsibilities assumed during the past year, or to align them against the national market, or a combination of the two. In July 2015 increases awarded to Massmart’s Executive Committee and Divisional Directorates averaged 11.2%.

This average includes market-related adjustments for six of the Executive team members following the detailed salary and incentive benchmarking explained above. 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 6.0%.

Retirement Fund

The following table shows the percentage distribution of retirement fund membership for 2014 and 2015:

Fund Name   % of Employee Base 2015   % of Employee Base 2014
Massmart Pension Fund   16   15
Massmart Provident Fund   77   77
SACCAWU National Provident Fund   7   8
Medical Aid

The following table shows the percentage distribution of medical cover and medical aid fund membership for 2014 and 2015:

Fund Name   No of employees in 2015   No of employees in 2014
Ocsacare   3,967   3,635
Massmart Health Plan – Choice   3,410   3,091
Massmart Health Plan – Essential   2.62  
Africa other approved   272   45
Total   12.737   8.326

 

Closed schemes, existing members only:

Fund Name   No of employees in 2015   No of employees in 2014
Resolution Health   1,743   3,109
Compcare NetworX   1,475   2,315
Other   369   402
Total   3,587   5,826

 

 

 

Potential award mix

The following chart shows the potential mix of Total Annual Remuneration (TAR) for Executive Directors:

 

Group CEO and CFO Graph

 

Annual Incentive Plan (AIP)

As disclosed on page 96, the AIP is linked to the approved annual operating income targets for both the Massmart Group and its Divisions. Pay-outs in relation to the variances to these targets are demonstrated here:

STI payments made to Executive Directors

STI payments made to Executive Directors Graph

 

Share Incentive Plan (SIP)

The SIP was established in September 2013 and is linked to approved ROI and Sales targets (refer to page 97 for more information). The first vesting of this new plan will therefore take place during 2016. Performance against target will result in the pay-out of performance shares equivalent to:

  • 35.9% for 2013
  • 108.2% for 2014
  • 100.1% for 2015

Vesting of Long Term Incentives

Vesting of Long Term Incentives

+ Executive Directors’ contracts and earnings

The comments below provide further background and context to the figures disclosed in the tables which follow and the composition of remuneration outcomes in 2015 for the CEO and CFO are represented graphically alongside.

 

 

 

 

 

The composition of remuneration outcomes in 2015

Guy Hayward

Guy was awarded a 7.0% annual salary increase in July 2015.

In terms of Massmart’s AIP, Guy received an incentive payment of R5.3 million (equivalent to 11.8 months of salary) based solely on the Group’s actual operating income performance against the 2015 plan.

During the year to December 2015 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 27,559 performance share awards on 16 March 2015 and 14,198 restricted share grants on 15 September 2015.

Guy is contractually bound by a notice period of twelve months.

Johannes van Lierop

Johannes was appointed as Chief Financial Officer on 12 March 2015 and did not receive an annual salary increase in July 2015.

In terms of Massmart’s AIP, Johannes received an incentive payment of R5.6 million (equivalent to 11.8 months of salary) based solely on the Group’s actual operating income performance against the 2015 plan.

During the year to December 2015 Johannes did not sell any Massmart shares.

Through the SIP, Johannes was awarded 71,495 performance share awards and 23,832 special restricted share grants on 16 March 2015 and 12,351 restricted share grants on 15 September 2015.

Johannes is contractually bound by a notice period of twelve months.

+ Non-Executive Directors’ contracts and payments

As approved by the shareholders at Massmart’s May 2015 AGM, the following fees were paid to non-Executive Directors in the financial year ending December 2015:

    2016 Fee (R)
Chairman of the Board   1,200,000
Deputy Chairman    625,000
Independent non-Executive Directors   275,000
Committee Chairpersons    252,000
Committee Members     128,000

 

 

+ Directors’ emoluments

The following disbursements were made by Massmart Holdings Limited to Massmart’s Directors in the years ending December 2015 and December 2014 respectively:

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 2015                                    
Executive Directors                                    
Hayward, GRC      5,175    5,273    965    543    11,956    834      12,790
Zwarenstein, I3      671        63    734        734
van Lierop, J4      4,106    5,582    2,222    356    12,266        12,266
       9,952    10,855    3,187    962    24,956    834      25,790
Non-executive Directors                                    
Dlamini, KD    1,440            1,440        1,440
Seabrooke, CS    1,531            1,531        1,531
Broader, S5                  
Clarke, A6                  
Gwagwa, NN    543            543        543
Kgosana, R7    185            185        185
Langeni, P    795            795        795
Suarez, JP                  
     4,494            4,494        4,494
                                     
Total    4,494    9,952    10,855    3,187    962    29,450    834      30,284
                                     
The Board is wholly responsible for the formulation, development and effective implementation of Group strategy. The Board has gained progressive insight into the definition of a ‘prescribed officer’ following the issuance of guidance from SAICA and, in turn, delegates operational strategy implementation and general executive management of the business to its Executive Directors. As such, in terms of section 38 of the Companies Act 2008, those previously designated as prescribed officers are no longer deemed to be. For ease of reference, the 2014 cost relating to those previously designated as prescribed officers was R72.2 million.
                                     
                                     
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, GM8      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, I3      2,603    2,827    103    162    5,695        5,695
       12,262    8,743    1,462    864    23,330    2,209    15,788    41,327
Non-executive Directors                                    
Dlamini, KD    892            892        892
Seabrooke, CS    1,491            1,491        1,491
Broader, S5                  
Clarke, A6                  
Gwagwa, NN    512            512        512
Langeni, P    758            758        758
Suarez, JP                  
Cheesewright, D9                  
Davis, JA9                  
Lamberti, MJ10    359            359        359
     4,012            4,012        4,012
                                     
Total    4,012    12,262    8,743    1,462    864    27,343    2,209    15,788    45,340
                                     
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 12 March 2015.
4Appointed with effect from 12 March 2015.
5Resigned with effect from 9 November 2015.                    
6Appointed with effect from 16 July 2014.                    
7Appointed with effect from 1 September 2015.                    
8Resigned with effect from 31 December 2014. As a past Director GM Pattison earned a gain on the exercise of share options and on shares purchased of R29.4 million as well as a fringe benefit of R0.2 million in the current year. Refer to note 36 for more detail.
9Resigned with effect from 16 July 2014.
10Resigned with effect from 10 April 2014.
+ Details of Directors’ shares and share options per Director:
                 
 
    Grant dates   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 2013                684,021        
Options exercised/ shares sold          (230,750)      
Balance at December 2014                453,271        
Options forfeited   Various    154      (79,303)     _
Options exercised   1 September 2011    154    162    (79,300)    618    
Shares sold   23 May 2006    54    162    (183,750)    19,752    
Shares sold   24 May 2007    94    162    (26,948)    1,816    
Shares sold   26 May 2008    73    162    (41,768)    3,708    
Shares sold   27 May 2009    78    162    (42,202)    3,547    
Balance at December 2015                      
                         
Employee Share Incentive Plan
(note 29)
           
Balance at December 2013                38,274        
Share awards/ Share grants            
Balance at December 2014                38,274        
Performance share awards forfeited   16 September 2013        (28,705)     15 September 2016
Restricted share grants forfeited   16 September 2013        (9,569)     15 September 2018
Balance at December 2015                      
                         
                         
    Grant dates   Subscription price (R)   Market price (R)   Number of shares/share options   Gain on sale/exercise (R 000’s)   Expiry date
Hayward, GRC                        
Employee Share Option Scheme (note 29)                      
Balance at December 2013                456,906        
Shares sold            
Balance at December 2014                456,906      
Options exercised/ shares sold              
Balance at December 2015                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 Incentive Plan (note 29)                      
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        
Performance share awards   16 March 2015        27,559     16 March 2018
Restricted share grants   15 September 2015        14,198     15 September 2020
Balance at December 2015                113,847        
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
                       Performance share awards   16 March 2015        27,559     16 March 2018
                       Restricted share grants   15 September 2015        14,198     15 September 2020
                         
                         
    Grant dates   Subscription price (R)   Market price (R)   Number of shares/share options   Gain on sale/exercise (R 000’s)   Expiry date
Zwarenstein, I                        
Employee Share Option Scheme (note 29)                    
Balance at December 2013                167,331        
Options exercised              
Balance at December 2014                167,331      
Options exercised            
Balance at December 2015                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 Incentive Plan (note 29)                      
Balance at December 2013                17,012        
Performance share awards   17 March 2014        16,686     16 March 2017
Balance at December 2014                33,698        
Performance share awards            
Balance at December 2015                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
                         
van Lierop, J                        
                         
Employee Share Incentive Plan (note 29)                      
                         
Balance at December 2014                      
Performance share awards   16 March 2015        71,495     16 March 2018
Restricted share grants   16 March 2015        23,832     16 March 2020
Restricted share grants   15 September 2015        12,351     15 September 2020
Balance at December 2015                107,678        
Comprising: Performance share awards   16 March 2015        71,495     16 March 2018
                       Restricted share grants   16 March 2015        23,832     16 March 2020
                       Restricted share grants   15 September 2015        12,351     15 September 2020
                         
The Directors interest in the Company’s shares and options held at reporting date can be found in the Director’s Report.