Directors' report
The directors have pleasure in presenting their report for the year ended June 30 2016.
Nature of business
The Company is an investment holding company with subsidiaries operating in the services, trading and distribution industries.
Financial reporting
The directors are required by the Companies Act of South Africa (the Act), to produce financial statements, which fairly present the state of affairs of the Company and the Group as at the end of the financial year and the profit or loss for that financial year, in conformity with International Financial Reporting Standards (IFRS) IFRS, the interpretations adopted by the International Accounting Standards Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council and in terms of the requirements of the Companies Act of South Africa.
The financial statements as set out in this report have been prepared by management in accordance with IFRS and the Act and are based on appropriate accounting policies supported by reasonable and prudent judgements and estimates.
The directors are of the opinion that the financial statements fairly present the financial position of the Company and of the Group as at June 30 2016 and the results of their operations and cash flows for the year then ended.
The directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going-concern basis in preparing the financial statements.
Share capital
During the year, the Company issued 241 061 (2015: 349 135) shares of 5 cents each at a premium of R342,57 per share in settlement of conditional share plan awards.
Unbundling of Bid Corporation Limited
On May 16 2016 the shareholders approved the unbundling and separate listing (unbundling) of the Group’s foodservices businesses as Bid Corporation Limited (Bidcorp) via a distribution in specie. This unbundling was undertaken in order to implement a strategic decision to restructure the business operations and management focus of the Group and to provide shareholders with the opportunity to participate directly in the Group’s foodservices operations. The unbundling has resulted in unlocking significant value for shareholders.
In order to facilitate the unbundling, the Company received shares in Bid Corporation Limited (Bidcorp) in exchange for certain of its investments in subsidiaries. This resulted in the Company owning its previous investments in subsidiaries indirectly through its new investment in Bidcorp. In accordance with the Company’s policy this exchange was facilitated at fair value and resulted in an increase in the cost of its investment in Bidcorp of R5,4 billion.
The Bidcorp shares were distributed to shareholders as a dividend in specie on May 30 2016 at a fair value of 27 818 cents per share resulting in a fair value adjustment of R87,9 billion in the Company and R76,3 billion in the Group. The fair value of Bidcorp was determined with reference to the volume weighted average price of Bidcorp’s trading on the JSE over the first 10 days of trading.
Further details regarding the unbundling and the accounting principles applied, can be found in Note 5 – Discontinued operations, of the Notes to the consolidated financial statements and section 3 – Discontinued operations, of the accounting policies.
Acquisitions and disposals
The Group acquired 100% of the share capital of Plumblink SA Proprietary Limited (Plumblink), with effect from July 1 2015 for R172 million. Plumblink is a specialised plumbing and bathroom merchant currently operating from 61 branches strategically situated throughout South Africa. The acquisition forms part of the Bidvest Commercial Products segment and will enable the Group to expand its range of complementary products and services provided by Bidvest Commercial Products and, as a consequence broaden the Group’s base in the market place.
A 100% shareholding in International Capital Investments Proprietary Limited trading as Novel Motor Company and Lenkow Proprietary Limited (Novel) was acquired by the Group with effect July 31 2015 for R233,8 million. The acquisition forms part of the Bidvest Namibia segment and is in line with this segment’s strategy to diversify its business portfolio. Novel Motor Company is a well-known vehicle dealership in Namibia.
A further 2,5 million Adcock Ingram Holdings Limited (Adcock) ordinary shares were acquired from Adcock’s black economic empowerment (BEE) partners, Blue Falcon Trading 69 Proprietary Limited and the Mpho ea Bophelo Trust for a cash consideration of R52,00 per Adcock ordinary share in July 2015.
At the end of July 2015 the Group supported the new Adcock BEE scheme (“Scheme”) and sold 15% of its Adcock shareholding to Ad-izinyosi, a new broad-based empowerment entity, for a minimum price of R52,00 and a maximum price of R72,00 per Adcock ordinary share, to be settled on the fourth anniversary of the date that the Scheme became operative.
In addition to these transactions, the Group acquired a further 1,2 million shares, on the market, at an average price of R41,08 per share. Following these transactions, the Group holds 38,4% of the net ordinary shares in issue in Adcock, but accounts for 45,0% of its results as a consequence of treating the sale of 15% of its holding, in terms of the new Adcock BEE scheme to Ad-izinyosito, as a deferred sale.
The investment in Adcock was impaired by R595,5 million during the year in order that its carrying value equate to its market value, refer Note 18 – Investments in associates, of the notes to the consolidated financial statements.
The Group also made a number of less significant acquisitions and disposals during the year.
Internal restructuring
In order that the Group’s statutory structure more closely resemble its reporting structure, and in addition to the Bidcorp restructure, the Company received shares in Bidvest Commercial Products Holdings Proprietary Limited (BCPH) and Bidvest Freight Proprietary Limited (BF) in exchange for certain of its other investments in subsidiaries. This resulted in an increased cost in BCPH and BF of R2,1 and R7,4 billion respectively. These transactions resulted in a fair value profit on reorganisation of R7,1 billion in the Company.
The Company subscribed for 30 additional shares in Bidvest Industrial Holdings Proprietary Limited in the current year, for a total subscription price of R2,7 billion.
During the year, certain operations were reclassified between segments, as a result of a change in how operations within the segments are managed. The comparative year’s segmental information has been re-presented to reflect these changes.
Subsequent events
The Group has entered into a binding agreement to acquire 100% of the shares of and equity loan claims against Brandcorp Holdings Proprietary Limited (Brandcorp). Brandcorp is a holding company of businesses involved in the distribution and reselling of a wide range of niche, high-quality industrial and consumer products in southern Africa. Brandcorp owns well-known brands across its individual businesses, as well as distribution rights (exclusive and otherwise) for leading local and international brands. The board considers the Brandcorp acquisition to present an attractive investment opportunity which is aligned with Bidvest’s proven strategy of expanding its business operations through value accretive acquisitions. Brandcorp will form part of Bidvest’s Commercial Products division and it is expected that the Group could complement Brandcorp’s offering and opportunities exist for both the Group and Brandcorp to leverage off each other’s client base, expertise, resources and network to significantly grow revenue and earnings. The Brandcorp acquisition is still subject to regulatory and other conditions typical for a transaction of this nature.
Results of operations
The results of operations are dealt with in the consolidated and separate income statement, segmental analysis and commentary.
Movement in treasury shares
In terms of general authorities granted to the Company to repurchase its ordinary shares, the latest being shareholder authority obtained at the annual general meeting (AGM) of shareholders held on November 23 2015, a maximum of 67 080 842 ordinary shares may be acquired by the Company, of which 33 540 421 may be acquired by its subsidiaries. No shares were acquired during the year (2015: Nil).
A total of 3 763 900 ordinary shares were disposed of at an average price of R336,16 per share in settlement of share options exercised by staff.
3 614 487 Bidvest treasury shares were transferred to Bidcorp as part of the unbundling.
Dividends
The directors declared an interim gross cash dividend of 482,0 cents (409,7 cents net of dividend withholding tax, where applicable) per ordinary shares of 5 cents payable to ordinary shareholders recorded in the register on the record date, being Friday, April 8 2016. The dividend was declared from income reserves.
Subsequent to year-end the board has declared a final gross cash dividend of 232,0 cents (197,2 cents net of dividend withholding tax, where applicable) per ordinary share for the year ended June 30 2016 to those shareholders registered on the record date, being Friday, September 23 2016. The salient dates are:
| Declaration date | Monday, August 29 2016 |
| Last day to trade cum dividend | Thursday, September 20 2016 |
| First day to trade ex dividend | Wednesday, September 21 2016 |
| Record date | Friday, September 23 2016 |
| Payment date | Monday, September 26 2016 |
The dividend will be paid out of income reserves. A dividend withholding tax of 15% will be applicable to all shareholders who are not exempt.
Payments to shareholders
Approval was obtained at the last AGM for the Company to make payments which would reduce its share capital, share premium, and/or reserves in terms of the Act.
Special resolutions
Special resolutions were passed at the AGM of shareholders held on Monday, November 23 2015 in regard to a general authority to enable the Company to acquire its own shares and approval of non-executive directors’ remuneration for the 2016 financial year.
Special resolutions were passed by certain subsidiaries to accommodate the acquisition of various businesses, to change their names and the general authority to provide financial assistance to related or inter-related companies and corporations in terms of sections 44 and 45 of the Act. A number of subsidiaries passed special resolutions for the adoption of a new Memorandum of Incorporation (“MoI”) and amendments to the MoI.
Directorate
There were various changes to the board during the year. These included:
– Mrs Flora Nolwandle Mantashe resigned on September 23 2015;
– Mr Alfred Anthony da Costa retired at the AGM held on November 23 2015;
– Mr Donald Masson passed away on March 20 2016;
– Mr Paul Cambo Baloyi resigned on August 5 2016;
– On May 23 2016, in preparation of the unbundling;
– Mr Brian Joffe retired as chief executive of Bidvest. Mr Joffe continues to serve as a non-executive director;
– Mr Lindsay Peter Ralphs was appointed a chief executive of Bidvest;
– Mr Bernard Larry Berson resigned as executive director;
– Mr David Edward Cleasby resigned as executive director, and
– Mr Hans Peter Meijer was appointed as an executive director and Group financial director.
In terms of the Company’s MoI, the directors who retire by rotation at the forthcoming AGM are Messrs Brian Joffe and Anthony William Dawe, Mrs Nompumelelo (Mpumi) Themekile Madisa and Mrs Sibongile (Bongi) Masinga.
All retiring directors are eligible and have made themselves available for re-election.
Attendance
The names of the directors who were in office during the period August 29 2015 to August 29 2016, and the details of board meetings attended by each of the directors are as follows:
| Director | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | |||||||||
| Independent non-executive chairman | |||||||||||||||||
| CWL Phalatse | ✓ | ✓ | A | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||
| Independent non-executive directors | |||||||||||||||||
| PC Baloyi (Resigned August 5 2016) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||
| DDB Band | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | A | |||||||||
| AA da Costa (Resigned November 23 2015) | ✓ | ||||||||||||||||
| EK Diack | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||
| AK Maditsi | ✓ | ✓ | A | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||
| S Masinga | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||
| D Masson (Deceased March 20 2016) | ✓ | ✓ | A | A | ✓ | ✓ | ✓ | ✓ | |||||||||
| NG Payne | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | A | ✓ | |||||||||
| T Slabbert | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | A | ✓ | |||||||||
| Non-executive director | |||||||||||||||||
| B Joffe (Appointed May 23 2016) | ✓ | ✓ | |||||||||||||||
| Executive directors | |||||||||||||||||
| B Joffe (Resigned May 23 2016) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||
| BL Berson (Resigned May 23 2016) | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
| DE Cleasby (Resigned May 23 2016) | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
| AW Dawe | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||
| NT Madisa | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||
| GC McMahon | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||
| HP Meijer (Appointed May 23 2016) | ✓ | ✓ | ✓ | ||||||||||||||
| LP Ralphs | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Meeting dates – 1 – October 7 2015 (special) 2 – November 23 2015 (scheduled) 3 – February 5 2016 (special) 4 – February 26 2016 (scheduled) 5 – April 4 2016 (special) 6 – May 27 2016 (scheduled) 7 – June 8 2016 (special) 8 – August 26 2016 (scheduled) |
✓ Attended in person, by video-conference or tele-conference. A Apologies tendered. |
Directors’ interests
The aggregate interests of the directors in the share capital of the Company at June 30 2016 were:
| 2016 | 2015 | |||||
| Beneficial | 326 435 | 404 108 | ||||
|---|---|---|---|---|---|---|
| Non-beneficial | 1 370 596 | 1 551 596 | ||||
| Held in terms of The Bidvest Incentive Scheme | ||||||
| Options | 605 948 | 365 632 | ||||
| Shares | 148 743 | 246 648 |
Directors’ shareholdings
Beneficial
The individual beneficial interests declared by the current directors and officers in the Company’s share capital at June 30 2016, held directly or indirectly, were:
| 2016 | 2015 | ||||||||||||
| Number of shares | Number of shares | ||||||||||||
| Director | Direct | Indirect | Direct | Indirect | |||||||||
| AW Dawe | 3 465 | – | 38 044 | – | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| B Joffe | 21 544 | – | 75 794 | – | |||||||||
| HP Meijer (Appointed May 23 2016) | 35 245 | 4 000 | – | – | |||||||||
| LP Ralphs | 262 181 | – | 138 891 | – | |||||||||
| Former directors | – | – | 80 762 | 70 617 | |||||||||
| Total | 322 435 | 4 000 | 333 491 | 70 617 | |||||||||
Held in terms of The Bidvest Incentive Scheme
The Bidvest Incentive Scheme grants loans to staff and executive directors for the acquisition of shares in the Company. The number of shares and carrying values of the loans issued to directors and officers as at June 30 2016 were:
| 2016 | 2015 | ||||||||||||
| Director | Number of shares |
Carrying value of loan R’000 |
Number of shares |
Carrying value of loan R’000 |
|||||||||
| BL Berson (Resigned May 23 2016) | – | – | 49 581 | 4 669 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| B Joffe (Resigned as executive and appointed as non-executive director May 23 2016) | – | – | 48 324 | 4 689 | |||||||||
| LP Ralphs | 148 743 | 13 473 | 148 743 | 14 945 | |||||||||
| Total | 148 743 | 13 473 | 246 648 | 24 303 | |||||||||
Non-beneficial
In addition to the aforementioned holdings:
–B Joffe is a trustee and potential beneficiary of a discretionary trust holding 909 960 (2015: 1 009 960) shares.
–CA Brighten (company secretary) is a trustee of the Group’s retirement funds which hold 460 636 (2015: 541 636) shares.
The interests of the directors remained unchanged from the end of the financial year to the date of this report.
Directors’ remuneration
The remuneration paid to executive directors, while in office of the Company during the year ended June 30 2016, is analysed as follows:
| Director | Basic remuneration R’000 |
Other benefits and costs R’000 |
Retirement/ medical benefits R’000 |
Cash incentives R’000 |
Total emoluments R’000 |
||||||||||
| BL Berson (Resigned May 23 2016) | 11 748 | 253 | 368 | 13 625 | 25 994 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| DE Cleasby (Resigned May 232016) | 3 693 | 495 | 439 | 4 858 | 9 485 | ||||||||||
| AW Dawe | 4 119 | 148 | 381 | 3 000 | 7 648 | ||||||||||
| B Joffe1 (Resigned as executive and appointed as non-executive director May 23 2016) | 16 012 | 1 755 | 873 | 17 518 | 36 158 | ||||||||||
| NT Madisa | 2 751 | 84 | 248 | 1 800 | 4 883 | ||||||||||
| GC McMahon | 1 494 | 144 | 196 | 1 250 | 3 084 | ||||||||||
| HP Meijer1 (Appointed executive director May 23 2016) | 232 | 12 | 29 | 2 500 | 2 773 | ||||||||||
| LP Ralphs | 9 110 | 942 | 772 | 9 400 | 20 224 | ||||||||||
| 2016 total | 49 159 | 3 833 | 3 306 | 53 951 | 110 249 | ||||||||||
| Paid by continuing operations | 29 532 | 3 580 | 2 938 | 17 950 | 54 000 | ||||||||||
| Paid by discontinued operations | 19 627 | 253 | 368 | 36 001 | 56 249 |
| 1 Not considered a prescribed officer prior to this date. |
Certain executive directors serve as non-executive directors of companies outside of the Group. Directors’ fees in this regard are paid to the Group.
For comparative purposes the remuneration paid to executive directors, while in office of the Company during the year ended June 30 2015, is analysed as follows:
| Director | Basic remuneration R’000 |
Other benefits and costs R’000 |
Retirement/ medical benefits R’000 |
Cash incentives R’000 |
Total emoluments R’000 |
||||||||||
| BL Berson | 9 675 | 244 | 239 | 10 637 | 20 795 | ||||||||||
| DE Cleasby | 3 662 | 428 | 414 | 4 500 | 9 004 | ||||||||||
| AW Dawe | 3 884 | 159 | 416 | 2 800 | 7 259 | ||||||||||
| B Joffe | 14 858 | 1 253 | 903 | 15 730 | 32 744 | ||||||||||
| NT Madisa | 1 833 | 66 | 165 | 1 500 | 3 564 | ||||||||||
| GC McMahon (Appointed executive director May 27 2015) | 87 | 10 | 13 | 1 000 | 1 110 | ||||||||||
| LP Ralphs | 8 370 | 740 | 728 | 8 000 | 17 838 | ||||||||||
| 2015 total | 42 369 | 2 900 | 2 878 | 44 167 | 92 314 | ||||||||||
| Paid by continuing operations | 26 158 | 2 656 | 2 639 | 25 800 | 57 253 | ||||||||||
| Paid by discontinued operations | 16 211 | 244 | 239 | 18 367 | 35 061 |
The remuneration paid to non-executive directors, while in office of the Company during the year ended June 30 2016, is analysed as follows:
| 2016 | ||||||||||||
| Director | Directors’ fees R’000 |
As directors of subsidiary companies and other services R’000 |
Total emoluments R’000 |
2015 Total R’000 |
||||||||
| DDB Band | 881 | – | 881 | 693 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| PC Baloyi (Resigned as director August 5 2016) | 675 | 561 | 1 236 | 681 | ||||||||
| EK Diack | 738 | 946 | 1 684 | 1 068 | ||||||||
| B Joffe (Resigned as executive and appointed as non-executive director May 23 2016) | 74 | 333 | 407 | – | ||||||||
| AK Maditsi | 400 | – | 400 | 259 | ||||||||
| FN Mantashe | 104 | – | 104 | 315 | ||||||||
| S Masinga | 603 | – | 603 | 349 | ||||||||
| D Masson (Deceased March 20 2016) | 403 | 62 | 465 | 992 | ||||||||
| NG Payne | 1 353 | 1 204 | 2 557 | 1 906 | ||||||||
| CWL Phalatse | 1 120 | – | 1 120 | 1 065 | ||||||||
| T Slabbert | 566 | – | 566 | 420 | ||||||||
| 6 917 | 3 106 | 10 023 | 7 748 | |||||||||
| Former directors | 109 | – | 109 | 228 | ||||||||
| 2016 total | 7 026 | 3 106 | 10 132 | 7 976 | ||||||||
| 2015 total | 5 985 | 1 991 | 7 976 | |||||||||
Prescribed officers
Due to the nature and structure of the Group and the number of executive directors on the board of the Company, the directors have concluded that there are no prescribed officers of the Company.
Directors’ long-term incentives
Details of the directors’ and officers’ outstanding share options are as follows:
| Share options at June 20 2015 |
Share options granted during the year |
Share options exercised |
Share options at June 30 2016 |
|||||||||||||
| Director | Number | Average price R |
Number | Average price R |
Number | Market price1 R |
Number | Average price R |
||||||||
| AW Dawe | 93 066 | 252,54 | 40 000 | 301,54 | – | – | 133 066 | 267,27 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NT Madisa | 95 066 | 234,71 | 40 000 | 301,54 | 16 500 | 407,03 | 118 566 | 266,49 | ||||||||
| GC McMahon | 57 500 | 201,30 | 30 000 | 301,54 | 11 250 | 386,92 | 76 250 | 258,30 | ||||||||
| HP Meijer | 160 566 | 218,29 | 40 000 | 301,54 | 42 5002 | 375,09 | 158 066 | 252,43 | ||||||||
| LP Ralphs | 120 000 | 61,75 | – | – | – | 120 000 | 61,75 | |||||||||
| 526 198 | 191,94 | 150 000 | 301,54 | 70 250 | 384,49 | 605 948 | 221,42 | |||||||||
| Officer | ||||||||||||||||
| CA Brighten (company secretary) | 28 078 | 236,44 | 5 000 | 301,54 | 5 000 | 411,90 | 28 078 | 253,05 | ||||||||
| 554 276 | 194,10 | 155 000 | 301,54 | 75 250 | 386,31 | 634 026 | 222,82 | |||||||||
| 1 Value of share/replacement right on exercise of options. 2 22 500 options were exercised before being appointed an executive director on May 23 2016. |
These options are exercisable over the period July 1 2016 to December 31 2025. A detailed register of options outstanding by tranche is available for inspection at the Company’s registered office.
Share-based payment expense
| Director | 2016 Accelerated vesting R’000 |
2016 Normal R’000 |
2015 Normal R’000 |
||||
| BL Berson (Resigned May 23 2016) | 5 068 | 6 241 | 5 791 | ||||
|---|---|---|---|---|---|---|---|
| DE Cleasby (Resigned May 23 2016) | 2 719 | 3 403 | 3 397 | ||||
| AW Dawe | 9 | 2 869 | 2 815 | ||||
| B Joffe (Resigned as executive and appointed as non-executive director May 23 2016) | 10 299 | 13 027 | 11 723 | ||||
| NT Madisa | – | 2 483 | 1 662 | ||||
| GC McMahon | – | 1 483 | 88 | ||||
| HP Meijer (Appointed executive director May 23 2016) | – | 292 | – | ||||
| LP Ralphs | 5 150 | 6 700 | 6 137 | ||||
| 23 245 | 36 498 | 31 613 | |||||
| Relating to continuing operations | 30 257 | 25 822 | |||||
| Relating to discontinued operations | 23 245 | 6 241 | 5 791 |
Details of directors’ and officers’ outstanding conditional share plan (“CSP”)
A conditional award is a conditional right to a share, which is awarded subject to performance and vesting conditions.
| Director | Balance at June 30 2015 Number |
New awards Number |
Forfeited* Number |
Shares awarded Number |
Transfer on unbundling Number |
Closing balance June 30 2016 Number |
|||||||
| BL Berson (Resigned May 23 2016) | 151 163 | 35 000 | (34 816) | (116 347) | (35 000) | – | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| DE Cleasby (Resigned May 23 2016) | 87 747 | 19 000 | (19 179) | (68 568) | (19 000) | – | |||||||
| AW Dawe | 29 686 | – | (6 140) | (23 546) | – | – | |||||||
| B Joffe (Resigned as executive and appointed as non-executive director May 23 2016) | 310 495 | 70 000 | (75 745) | (234 750) | (70 000) | – | |||||||
| LP Ralphs | 161 163 | 35 000 | (37 875) | (123 288) | – | 35 000 | |||||||
| CA Brighten (company secretary) | 1 775 | – | – | (1 775) | – | – | |||||||
| Total | 742 029 | 159 000 | (173 755) | (568 274) | (124 000) | 35 000 |
| * Forfeited as a result of targets not being met. |
During 2016, the shares were awarded at an average of R344,57 per share.
Summary of executive directors’ long-term incentives (“LTI”) including CSP’s
| Director | Share-based payment expense R’000 |
Benefit arising from the exercise of options* R’000 |
Benefit arising from award of CSP R’000 |
Gross benefits R’000 |
Previous share-based payment expense in respect of awards R’000 |
Actual LTI benefit R’000 |
|||||||
| 2016 | |||||||||||||
| BL Berson (Resigned May 23 2016) | 11 309 | – | 40 094 | 51 403 | (22 551) | 28 852 | |||||||
| DE Cleasby (Resigned May 23 2016) | 6 122 | – | 23 619 | 29 741 | (12 976) | 16 765 | |||||||
| AW Dawe | 2 878 | – | 8 079 | 10 957 | (3 147) | 7 810 | |||||||
| B Joffe | 23 326 | 11 408 | 80 921 | 115 655 | (47 424) | 68 231 | |||||||
| NT Madisa | 2 483 | 3 920 | – | 6 403 | (872) | 5 531 | |||||||
| GC McMahon | 1 483 | 2 269 | – | 3 752 | (661) | 3 091 | |||||||
| HP Meijer1 (Appointed executive director May 23 2016) | 292 | 3 958 | – | 4 250 | (2 458) | 1 792 | |||||||
| LP Ralphs | 11 850 | – | 42 487 | 54 337 | (23 854) | 30 483 | |||||||
| 2016 total | 59 743 | 21 555 | 195 200 | 276 498 | (113 943) | 162 555 | |||||||
| 2015 | |||||||||||||
| BL Berson | 5 791 | – | 21 292 | 27 083 | (11 605) | 15 478 | |||||||
| DE Cleasby | 3 397 | – | 15 969 | 19 366 | (8 704) | 10 662 | |||||||
| AW Dawe | 2 815 | – | 8 715 | 11 530 | (4 730) | 6 800 | |||||||
| B Joffe | 11 723 | – | 31 939 | 43 662 | (17 407) | 26 255 | |||||||
| NT Madisa | 1 662 | _ | _ | 1 662 | _ | 1 662 | |||||||
| GC McMahon (Appointed executive director May 27 2015) | 88 | _ | _ | 88 | 88 | ||||||||
| LP Ralphs | 6 137 | – | 21 292 | 27 429 | (11 605) | 15 824 | |||||||
| 2015 total | 31 613 | – | 99 207 | 130 820 | (54 051) | 76 769 |
| * Includes taxable benefits arising on the sale of shares and settlement of The Bidvest Incentive Scheme loans. 1 Details only in respect of transactions while a director. |
Directors’ service contracts
Directors do not have fixed-term contracts.
Directors’ and officers’ disclosure of interest in contracts
During the financial year, no contracts were entered into in which directors and officers of the Company had an interest and which significantly affected the business of the Group. The directors had no interest in any third party or company responsible for managing any of the business activities of the Group.
Secretary
During the year under review, and in compliance with paragraph 3.84(i) and (j) of the JSE Listings Requirements, the board evaluated Mr CA Brighten, the company secretary, and is satisfied that he is competent, suitably qualified and experienced. Furthermore, since he is not a director, nor is he related to or connected to any of the directors, thereby negating a potential conflict of interest, it was agreed that he maintains an arm’s-length relationship with the board.
The business and postal addresses of the secretary, which are also the registered addresses of the Company, are Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose, Johannesburg, 2196 and PO Box 87274, Houghton, 2041, respectively.