Annexure B - Directors' remuneration | Bidvest | Integrated Annual Report 2019

Annexure B - Directors' remuneration

Directors’ remuneration

The remuneration paid to executive directors while in office of the Company during the year ended 30 June 2019 is analysed as follows:

Directors	Basic remuneration R’000	Retirement/ medical benefits R’000	Other benefits and costs R’000	Cash incentives R’000	Benefit arising from the exercise of replacement rights	Total emoluments R’000
AW Dawe	5 219	261	489	7 775	24 499	38 243
NT Madisa	3 697	305	129	5 559	6 510	16 200
GC McMahon	2 583	307	285	4 165	9 657	16 997
LP Ralphs	15 858	947	709	18 857	–	36 371
MJ Steyn²	3 420	258	270	5 276	6 644	15 868
2019 Total	30 777	2 078	1 882	41 632	47 310	123 679

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 30 June 2018, is analysed as follows:

Directors	Basic remuneration R’000	Retirement/ medical benefits R’000	Other benefits and costs R’000	Cash incentives R’000	Benefit arising from the exercise of replacement rights R’000	Total emoluments R’000
AW Dawe	4 843	257	82	7 010	–	12 192
NT Madisa	3 301	297	244	4 948	13 273	22 063
GC McMahon	1 851	240	182	3 024	–	5 297
HP Meijer¹	2 336	286	271	–	10 510	13 403
LP Ralphs	10 260	880	1 011	17 492	–	29 643
MJ Steyn²	2 738	254	102	2 500	1 782	7 376
2018 Total	25 329	2 214	1 892	34 974	25 565	89 974

¹	Retired 28 February 2018.
²	Appointed 1 March 2018.

The remuneration paid to non-executive directors while in office of the Company during the year ended 30 June 2019 is analysed as follows:

Directors	Directors’ fees R’000	2019 As directors of subsidiary companies and other services R’000	Total emoluments R’000	2018 Total R’000
DDB Band	306	–	306	718
EK Diack	1 125	743	1 868	1 078
AK Maditsi	686	–	686	613
S Masinga	588	–	588	595
RK Mokate	704	831	1 535	711
CWN Molope³	396	–	396	371
NG Payne	1 478	1 126	2 604	2 224
CWL Phalatse⁴	1 292	–	1 292	1 430
T Slabbert	756	–	756	655
NW Thomson	796	–	796	148
Former directors				23
2019 total	8 127	2 700	10 827	8 566
2018 total	6 586	1 980	8 566	–

³	Resigned 31 March 2019.
⁴	Resigned 29 April 2019.

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 replacement rights are as follows:

	Replacement rights at 30 June 2018		Replacement rights exercised during the year		Replacement rights lapsed during the year		Replacement rights at 30 June 2019
Directors	Number	Average price R	Number	Market price³	Number	Market price³	Number	Average price R
AW Dawe	133 066	267.27	102 299	260.29	–	–	30 767	290.48
NT Madisa	67 783	285.60	30 766	290.49	–	–	37 017	281.55
GC McMahon	61 250	271.44	41 250	263.01	–	–	20 000	288.84
P Meijer	30 766	290.49	30 766	290.49	–	–	–	–
MJ Steyn	37 500	261.96	26 250	252.26	–	–	11 250	284.60
	330 365	273.36	231 331	267.89	–	–	99 034	286.14

³	Refer to note 27 of the financial statements for further details.

A share appreciation right (SAR) is a right awarded subject to the appreciation of the Company’s shares.

	SARs at 30 June 2018		SARs granted during the year		SARs lapsed during the year		SARs at 30 June 2019
Directors	Number	Average price R	Number	Average price R	Number	Market price³	Number	Average price R
MJ Steyn	80 000	152.68	–	–	–	–	80 000	152.68

These SARs are exercisable over the period 1 July 2020 to 31 December 2024. A detailed register of SARs outstanding by tranche is available for inspection at the Company’s register office.

Share-based payment expense

Directors	2019 R’000	2018 R’000
AW Dawe	7 275	4 211
NT Madisa	4 859	3 602
GC McMahon	3 105	2 048
HP Meijer	419	2 854
LP Ralphs	16 337	8 786
MJ Steyn	3 993	1 756
	35 988	23 257

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.

Directors	Balance at 30 June 2018 Number	New awards Number	Forfeited Number	Shares awarded Number	Closing balance 30 June 2019 Number
AW Dawe	66 000	52 000	–	–	118 000
GC McMahon	27 000	30 000	–	–	57 000
LP Ralphs	286 280	120 000	–	–	406 280
NT Madisa	50 000	40 000	–	–	90 000
MJ Steyn	–	40 000	–	–	40 000
HP Meijer	22 000	–	(15 456)	(6 544)	–
	451 280	282 000	(15 456)	(6 544)	711 280