8
14

Remuneration committee report

The Remuneration Committee (the committee) presents the following report for the 2018 financial year.

This report sets out the committee’s governance and the company’s remuneration policy, which is divided into four sections.

Section 1 – Committee governance

Section 2 – Background statement

Section 3 – 2018 Remuneration policy

Section 4 – Implementation report

Section 1 – Committee governance

Composition

The members of the committee for the 2018 financial year were independent non-executive directors Harish Mehta (Chairman), Mike Hankinson and Phumla Mnganga, all of whom are independent non-executive directors. Their qualifications and experience are available here.

Meetings

The CEO attends meetings by standing invitation to make proposals and provide such information as the committee may require.

The committee met three times during the 2018 financial year. Members’ attendance at meetings was as follows:

    Attendance
Member Status 14 Nov 2017 6 Feb 2018 7 Aug 2018
Harish Mehta (Chairman) Independent non-executive
Mike Hankinson Independent non-executive
Phumla Mnganga Independent non-executive

Members’ attendance was 100%.

Terms of reference

The committee executes its responsibilities in accordance with a formal terms of reference and work plan, which is reviewed annually and aligned with the King IV™ recommendations. No changes were made to the terms of reference since its last review in 2017.

The committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference.

A copy of the committee’s terms of reference can be found here.

Section 2 – Background statement

Dear shareholders,

As members of the committee, our focus is to ensure that the company remunerates fairly, responsibly and transparently and in doing so annually reviews the company remuneration policy to ensure that it promotes the achievement of strategic objectives and encourages individual performance.

This report outlines the background, philosophy, policy and implementation details of the remuneration of non-executive directors, executive directors and all employees of the company.

The committee makes annual use of PricewaterhouseCoopers’ (PwC) executive and non-executive remuneration reports to provide insight into current remuneration practices and trends. This year the committee consulted with PwC to assist them with a benchmarking exercise of salaries, including looking at short-term and long-term incentives in order to ensure that the remuneration of executive management is fair and responsible in the context of overall employee remuneration.

Following the engagement with PwC:

  • the committee remained satisfied that the current short-term and long-term incentive schemes were appropriate; and
  • the benchmarking exercise revealed that executive guaranteed salary packages were approximately 20% below the market average.

The committee was satisfied that PwC was independent and objective with their advice.

During the 2018 financial year, the committee:

  • reviewed the company’s remuneration policy and implementation report for approval by the board, which will be put to a non-binding vote by shareholders at the 2019 annual general meeting (AGM). In the event that the remuneration policy and/or the implementation report is voted against by 25% or more of the voting rights exercised, management will engage with those shareholders to get an understanding of the reasons why and amend the remuneration policy and/or the implementation report to address any shortcomings, if necessary;
  • reviewed and approved the executive directors’ and executive committee members’ remuneration, performance and incentives bonuses;
  • approved the annual award of shares in terms of the group’s long-term conditional share plan, details of which are below;
  • approved the salary mandate to be implemented for the group’s employees;
  • considered the fees payable to non-executive directors for approval by shareholders, details of which are below; and
  • reviewed the King IV™ recommendations.

Executive management formally engaged with a number of the company’s top shareholders regarding the company’s remuneration policy before its 2018 AGM and were pleased with the 95.66% (2017: 94.49%) vote in favour of the remuneration policy and the 89.97% vote in favour of the implementation report.

No changes were made to the remuneration policy during the year under review. The committee is satisfied that remuneration in all forms accruing to employees at all levels is market-related and equitably awarded. In addition, the committee believes that the remuneration policy encompasses the objectives set out in the company’s remuneration philosophy.

Thank you to the members of the committee for their dedication and constructive contributions to the functioning of the committee.

Harish Mehta
Chairman of the Remuneration Committee
13 November 2018

Section 3 – 2018 Remuneration policy

View the Remuneration Committee report.

Remuneration philosophy

SPAR’s employees are pivotal in meeting its strategic objectives in that SPAR is committed to paying fair, competitive and market-related remuneration to ensure that the company is able to attract and retain top-quality and talented employees. Our remuneration policy therefore seeks to:

  • position the remuneration levels appropriately and competitively in comparison with the labour market; and
  • acknowledge the contribution of individual employees by rewarding them for the successful achievement of company goals and objectives.

Apart from fixed remuneration, an element of variable remuneration that is aligned to value creation in the form of short and longer-term incentive schemes is also catered for and linked to the achievement and performance of specified targets and objectives, with payment being made from increased returns. This also assists in attracting and retaining key employees.

Process to determine remuneration

SPAR strives to ensure that remuneration is free of unfair discrimination. Fair differentiation based on performance and skills shortage is applied. The company takes cognisance of its external environment through an understanding of national remuneration trends and by regular benchmarking against comparable companies.

SPAR uses remuneration surveys conducted by reputable salary survey companies that have sufficient sample sizes and spread of positions, and an adequate representation in relevant industries comparable to SPAR. Salary scales provide remuneration guidelines based on the Paterson grading system and are informed by market comparisons. The company strives to remunerate key positions and those positions where there is a shortage of skills (as defined annually) on at least the 75th percentile of the market, and the rest of the positions on at least the 50th percentile of the market.

The use of a performance management system also ensures that there is a positive correlation between individual and team performance and remuneration earned. Management is responsible for managing remuneration and thus supporting the long-term sustainability of the company.

The committee is responsible for approving salary increases for executive directors and the executive committee. The CEO, together with the executive committee, is responsible for all employees below EU grade. The overall percentage increase for employees below EU grade is authorised by the committee. Salary increases are implemented:

  • on 1 January each year for all employees graded DU band and below who are not members of the bargaining unit;
  • on 1 October each year for employees graded EL band and above; and
  • as per collective agreements with the union(s) for employees in the bargaining unit.

Remuneration structure

SPAR’s remuneration structure consists of both guaranteed and variable remuneration. SPAR uses the Paterson grading methodology, which works as follows:

F Chief Executive Officer
EL and EU Executives
DU High-level specialists/middle to high management
D Management
CU Lower-middle management
C High-level skilled/clerical/supervisory
B Clerical
A Low-level skilled

Guaranteed remuneration and benefits

Non-management (A to C band) and management employees (D to EL band) remuneration

Salary and subsidised benefits (retirement and medical) form the guaranteed component of employees’ remuneration. The components are as follows:

  • Bands A to C receive a monthly salary and a guaranteed 13th cheque.
  • Bands D and above receive a monthly salary.
  • Other pensionable remuneration applicable to bands D and above includes a car allowance, vehicle insurance and fuel, which are paid by the company.
  • From date of engagement, permanent employees at all levels become members of one of the available retirement funds, namely:
    • The Old Mutual SuperFund Pension Fund: The SPAR Group Ltd Defined Contribution Pension Fund,
    • The Old Mutual SuperFund Provident Fund: The SPAR Group Ltd Staff Provident Fund, and
    • The Old Mutual SuperFund Provident Fund: The SPAR Group Management Provident Fund.
  • Membership of a medical aid scheme is not compulsory, but those who wish to become members can choose from several medical aid schemes available. The Tiger Brands Medical Scheme is a group scheme, while a number of other low-cost medical aids have been negotiated at distribution centre level.
  • Other variable remuneration, such as allowances, is paid, where applicable, and in accordance with the legislation and collective agreements entered into with the union(s) or workers’ committees.
  • Non-financial benefits include subsidised canteen meals, access to a clinic, uniforms and training and development.
Executive remuneration (EU to F band)

The executive directors are full-time employees of the company and, as such, each has an employment agreement, in accordance with the company’s standard conditions of service, but with a notice period of two months (versus one month for other employees) and more comprehensive confidentiality undertakings. The CEO has a notice period of three months.

Executive directors receive a monthly salary and benefits based on the role of each executive and his or her performance and contribution to the group’s overall results, including other pensionable remuneration applicable to band EU and above, such as car allowance, vehicle insurance and fuel, which is paid by the company.

Details of the executive directors’ remuneration are available on below.

Non-executive directors’ remuneration

Non-executive directors are not full-time employees of the company and, as such, each has a contract for services and not a contract of employment.

Non-executive directors’ remuneration consists of a guaranteed basic fee and is not linked to the financial performance of the group, nor do they receive share options or bonuses.

Management recommends non-executive directors’ fees, based on industry benchmarks, to the committee for onward recommendation to and approval by the board who in turn recommends the fees to shareholders for approval in accordance with the Companies Act. Non-executive remuneration increases are implemented on 1 March each year and their proposed fees for the period 1 March 2019 to 29 February 2020 are available here.

VARIABLE PAY

Short-term incentives

The short-term incentive scheme is solely at the discretion of the company and can be changed or withdrawn at any time. Short-term incentives are only paid to individuals who are in the employ of the company at the end of the financial year.

The main purpose of this incentive scheme is to support a performance culture and to reward employees for achieving good annual financial results when compared with predetermined targets. Performance bonuses are based on the achievement of financial, individual and transformation objectives approved by the committee.

Non-management employees (A to C band)

Non-management employees are entitled to a performance bonus of up to 50% of a month’s salary or part thereof, based on the achievement of set targets. The targets are based on key issues in the business plan and are mainly financial targets.

Management employees (D band and above)

The maximum incentive bonus that may be earned is as follows:

Paterson grade % of basic
annual salary
Bonus split
financial:functional
F 100 75:25
EU 100 75:25
EL 60 60:40
DU 30 30:70
DL 15 30:70

The financial component of the short-term incentive for divisional managers is based on a targeted divisional profit before tax growth on the previous year. For central office managers, short-term incentives are based on the group’s profit after tax growth on the previous year.

The functional component comprises objectives that include corporate objectives (for example, transformation) and individual objectives, which are specific to a manager’s sphere of influence. The attainment of these targets contributes to the achievement of the company’s strategic objectives, which are aligned to the delivery of sustained shareholder value. The principle of paying for performance is a key factor underpinning the short-term incentive, and any variable payments are directly aligned to performance outcomes. Achieving these objectives will result in a bonus payout subject to the achievement of a minimum profit level of no less than the profit level achieved in the previous year.

The short-term incentive bonus is capped at 100% of annual salary for executive directors and senior general management.

For the executive directors, the breakdown of the targets, relative bonus caps as a percentage of annual salary and the average payout for the 2018 financial year, were as follows:

  Bonus cap
(% of annual salary)
Executive directors’
average performance
achievement %
Group financial results 75 75.0
Transformation targets 10 55.2
Key performance objectives 15 82.1
Total 100 68.5
Long-term incentives
Share Option Plan (SOP) (2004)

The last options were allocated on 7 February 2014 and remaining participants have 10 years from date of issue to exercise their option rights. No further share option allocations can be made in this scheme. There are no performance criteria in this scheme and as the scheme is now closed, none can be introduced.

Options previously granted to executive directors, options exercised during the year under review and unexercised options as at 30 September 2018 are provided in the implementation report below.

Conditional Share Plan (CSP)

The CSP provides a mechanism that enables the company to provide key employees with the opportunity to receive shares in the company based on personal or group performance. The primary intent is to make performance-related awards under the CSP through an award of shares that are subject to appropriate performance conditions. An award of restricted shares may be made in exceptional circumstances to address serious retention risks or to compensate prospective employees for the loss of long-term incentive awards with their existing employer.

The CSP is differentiated from the SOP in that it has performance conditions governing the vesting of awards. In addition, whereas the SOP is generally settled by the issue of shares, the CSP is intended to be settled by a market purchase of shares and will, therefore, not cause dilution to shareholders.

Salient features of the CSP are as follows:

DETAILS CONDITIONAL SHARE PLAN
Description

Under the CSP, participants receive a conditional right to receive a share in the company on the vesting date if certain conditions are met. Participants will only become shareholders to the extent that vesting occurs on the vesting date and will have no shareholder rights prior to this date.

Company limit

The cumulative aggregate number of shares that may be allocated under the CSP shall not exceed 5 200 000 shares (approximately 3% of issued share capital). This limit excludes share purchases in the market and shares forfeited.

The aggregate number of restricted shares that may be allocated under the CSP may not exceed 1 300 000 shares.

Individual limit

The cumulative aggregate number of shares that may be allocated to any one individual may not exceed 570 000 shares (approximately 0.33% of issued share capital).

Settlement method

The intention of the company is to settle all CSP awards from a market purchase of shares; however, the rules of the CSP allow for settlement in any of the following ways:

•   Market purchase of shares
•   Issue of shares
•   Use of treasury shares

Termination of employment

Bad leavers will forfeit all awards on the date of termination of employment. In the case of good leavers, a pro rata portion of all unvested awards will vest. The pro rata portion will reflect the number of months served since the award date and the extent to which the performance conditions (if any) have been met. The balance of the awards will lapse.

Allocation methodology

The CSP will be used for annual allocations. The company will define annual allocation levels expressed as a percentage of gross annual basic salary. In defining these levels, the company will endeavour to maintain the fair value that participants would have maintained under the SOP.

To this end, new allocation levels that may be made on an annual basis (expressed as a percentage of gross annual basic salary) are approximately:

•   CEO: 60%
•   Executive committee members: 50%
•   Senior managers: 35%

Grant price Not applicable
Vesting/employment period

Three years for annual award of performance shares and in equal parts after years three, four and five for restricted shares.

The performance conditions applicable to an award of shares are set annually by the committee, in broad consultation with shareholders. The performance conditions will be measured over a performance period of three years, which is aligned with the financial years of the company.

The table below shows the three performance conditions along with their definitions and the proportion of the total number of shares awarded to which the performance conditions relate. In addition, the table shows the Threshold, On-target and Stretch target conditions which represent the levels of achievement required for certain portions of the performance shares related to that particular performance condition to vest.

PERFORMANCE CONDITION DEFINED AS DETAIL Weighting Threshold On-target Stretch
Return on net assets (RONA) Operating profit expressed as a percentage of the net closing asset value at the relevant year-end. The average RONA over the performance period will be compared to the targets set out herewith. 30% 80% of the on-target Average RONA as per the operating budgets approved by the board. 120% of the on-target
Growth in headline earnings per share (HEPS) Headline earnings divided by the weighted average number of ordinary shares (net of treasury shares) in issue during the relevant financial year. Headline earnings consist of the earnings attributable to ordinary shareholders, excluding non-trading and capital items. Growth in HEPS will be calculated as the growth between the base year and the last year in the performance period. 50% CPI growth over the performance period Growth between HEPS as per the operating budget approved by the board for the last year in the performance period and the base year HEPS. Target plus 9% over the performance period
Total shareholder return (TSR) relative to a peer group The TSR will be measured as the compound annual growth rate (CAGR) in the TSR index for the company and the peer companies over the performance period after holding the shares and reinvesting the dividends over the performance period. To remove vagaries in the market, the CAGR in TSR calculation is to be smoothed by using the average TSR index for the 20 business days up to and including the start of the performance period and 20 business days up to and including the end of the performance period. The peer group will constitute suitably constructed and appropriate peer companies. 20% 80% of on-target Weighted average TSR of peer group 120% of on-target

Threshold performance will act as a ‘gatekeeper’ and will represent the minimum performance that is required before performance shares vest. On-target performance relates to good, but sufficiently stretching performance, and stretch performance relates to exceptional performance in the context of the prevailing business environment. The portion of the performance shares that will vest at each target will be as follows:

VESTING PERCENTAGE
Threshold 30% of the award of performance shares will vest for performance at threshold. None of the performance shares will vest for performance below threshold.
On-target 65% of the award of performance shares will vest for performance on-target.
Stretch 100% of the award of performance shares will vest for performance at stretch.

Linear vesting will apply for performance between threshold and on-target or between on-target and stretch performance. The conditions of the CSP will continue to be reviewed in line with best practice.

The remuneration committee supports shareholding by its top executives and believes this re-enforces shareholder alignment post the vesting of long-term incentives. To this end, senior executives can elect to subject CSP shares that are coming up for vesting for a further agreed holding period during which time such shares cannot be disposed of. The remuneration committee is in the process of approving a formal minimum shareholding requirement policy that will contain targeted shareholding to be achieved by senior executives.

Performance conditions, targets, information and allocations

The interim measures against the targets for the unvested awards issued in 2015, 2016 and 2017 are summarised in the table below. The HEPS growth and average annual RONA projections over the appropriate performance periods for each applicable grant has been calculated using historical and forecast HEPS values.

Description 2015
Grant
2016
Grant
2017
Grant
Vesting date 09.02.2019 07.02.2020 07.02.2021
Performance period 01.10.2015 to 30.09.2018 01.10.2016 to 30.09.2019 01.10.2017 to
30.09.2020
     
Total number of units remaining 304 600 228 100 307 100
Projected HEPS growth over performance period 22.3% 23.9% 40.3%
HEPS target 30.0% 30.0% 27.5%
Vesting percentage 44.6% 50.3% 100.0%
     
Projected average annual RONA over performance period 41.7% 40.4% 41.7%
RONA target 45.0% 40.0% 40.0%
Vesting percentage 52.1% 66.9% 72.3%

The measure of TSR will be the TSR of SPAR relative to the weighted average TSR of the six selected peer group companies.

On 7 February 2018, the committee awarded 307 100 performance shares (2017 grant) and 101 100 restricted (retention shares) (2017 grant) to executives and senior managers. This was the first award of restricted shares to key, selected employees. The vesting date of the performance shares award is 7 February 2021 and the vesting dates of the retention shares are 7 February 2021, 7 February 2022 and 7 February 2023. Details of CSP awards to executive directors are provided in the implementation report below.

On 17 February 2018 the first tranche of CSP awards issued in November 2014 vested. The final performance conditions for the grant were measured and externally verified by Deloitte. The results of the calculation of the actual vesting percentage were as follows:

HEPS growth 51.1%
RONA growth 53.2%
ITSR 100.0%
Final vesting 61.5%

Of the total number of awards remaining at the measurement date, 297 791 vested. These awards were settled by a market purchase of shares.

Section 4 – Implementation report

The implementation report contains the detailed information and figures pertaining to the application of the remuneration policy in relation to executive and non-executive directors.

Directors’ remuneration and interest report

R’000 Salary Per-
formance
related
bonus(2)
Retirement
funding
contri-
butions
Travel
allowance
and other
benefits(1)
Share
option
gains
Total
Emoluments
2018
Executive directors
GO O’Connor  5 850  4 374  687  468  11 379
WA Hook  3 407  1 747  425  474  14 037  20 090
MW Godfrey  4 042  3 022  481  476  1 589  9 610
R Venter  3 063  2 236  384  1 360  2 694  9 737
Total emoluments  16 362  11 379  1 977  2 778 18 320 50 816
 
2017
Executive directors
GO O’Connor  5 053  1 582  599  429  7 663
WA Hook  3 407  1 296  423  463  22 620  28 209
MW Godfrey  3 302  1 001  397  437  3 735  8 871
R Venter  2 889  847  362  466  4 564
Total emoluments  14 651  4 725  1 781  1 795  26 355  49 307
(1) Other benefits include medical aid contributions and a long service award.
(2) The performance related bonuses relate to amounts earned in current year.

In addition to an annual inflation adjustment, the committee recommended and the board approved additional salary increases for GO O’Connor and MW Godfrey following the market benchmarking exercise to ensure their guaranteed earnings remained appropriately aligned with industry norms.

  Group
R’000  2018 2017
Fees for services as non-executive directors
MJ Hankinson (Chairman)bc  1 319  1 210
MP Madic  498  456
M Mashologua  515  475
HK Mehtaabc  805  715
P Mngangabd  704  563
CF Wellsacd  952  775
AG Wallerc  358
Total fees  5 151  4 194
a Member of Audit Committee.
b Member of Remuneration and Nominations Committee.
c Member of Risk Committee.
d Member of Social and Ethics Committee.
Number of shares 2018 2017
Directors’ interests in the share capital of the company
Executive directors
GO O’Connor – direct beneficial holding  22 986  300
WA Hook – direct beneficial holding  74 110  25 500
MW Godfrey – direct beneficial holding  13 530
R Venter – director beneficial holding  13 530
Non-executive directors
MJ Hankinson – held by associates  2 800  2 800
HK Mehta – direct beneficial holding  2 000  2 000
HK Mehta – indirect beneficial holding  10 000  10 000
CF Wells – direct beneficial  1 100  1 100
AG Waller – direct beneficial  3 200

As at the date of this report the directors’ interests in the share capital of the company remained unchanged.

Declaration of disclosure

Other than that, disclosed above and below, no consideration was paid to, or by any third party, or by the company itself, in respect of the services of the company’s directors, as directors of the company, during the year ended 30 September 2018.

Directors’ share scheme interests

The group’s option scheme (SOP) provides the right to the option holder to purchase shares in the company at the option price. On election by option holders, one third of the options granted vests after three years, with a further third vesting on the expiry of years four and five respectively. Option holders have 10 years from the date of issue to exercise their option rights.

Options held over shares in The SPAR Group Ltd

Number of options held
Executive directors Date of
option issue
Option price
Rand
2018 2017
GO O’Connor  07/02/2014  124.22  50 000  50 000
Total  50 000  50 000
WA Hook 11/11/2008  50.23  100 000
10/11/2009  66.42  50 000  50 000
08/12/2010  99.91  50 000  50 000
08/11/2011  96.46  55 000  55 000
13/11/2012  122.81  60 000  60 000
Total  215 000  315 000
R Venter 08/12/2010  99.91  23 200
08/11/2011  96.46  11 800  11 800
13/11/2012  122.81  30 000  30 000
12/11/2013  126.43  30 000  30 000
Total  71 800  95 000
MW Godfrey 11/11/2008  50.23  12 000
10/11/2009  66.42  12 000  12 000
08/12/2010  99.91  25 000  25 000
08/11/2011  96.46  35 000  35 000
13/11/2012  122.81  30 000  30 000
12/11/2013  126.43  30 000  30 000
Total  132 000  144 000
Total directors share scheme interests 468 800 604 000
Options exercised Date of
options
exercised
Number of
options
exercised
Rand Market
price on
exercise
Gain
R’000
WA Hook 20/09/2018  60 000 50.23 190.60 8 422
WA Hook 25/09/2018  40 000 50.23 190.60 5 615
R Venter 16/02/2018  23 200 99.91 216.01 2 694
MW Godfrey 28/09/2018  12 000 50.23 182.60 1 589

Shares held by participants in terms of the CSP

In terms of the CSP, the group has granted shares to executives, senior management and key talent specifically identified in the form of performance share awards. These shares vest over a period of three years subject to performance conditions at year-end. No exercise price is allocated to these awards.

Awards to participants in terms of the CSP are as follows:

  Number of shares
  Award date Share price
on date of
grant Rand
2018 2017
Executive Directors
GO O’Connor 17/02/2015 R133.61 36 665
GO O’Connor 09/02/2016 R195.38 20 000 20 000
GO O’Connor 07/02/2017 R175.10 14 600 14 600
GO O’Connor 07/02/2018 R170.70 30 700
WA Hook 17/02/2015 R133.61 14 000
WA Hook 09/02/2016 R195.38 7 500 7 500
WA Hook 07/02/2017 R175.10 7 500 7 500
WA Hook 07/02/2018 R170.70 13 000
R Venter 17/02/2015 R133.61 22 000
R Venter 09/02/2016 R195.38 9 600 9 600
R Venter 07/02/2017 R175.10 7 500 7 500
R Venter 07/02/2018 R170.70 15 000
MW Godfrey 17/02/2015 R133.61 22 000
MW Godfrey 09/02/2016 R195.38 11 000 11 000
MW Godfrey 07/02/2017 R175.10 9 000 9 000
MW Godfrey 07/02/2018 R170.70 17 500
162 900 181 365

In line with the remuneration committee’s view that senior executives should be exposed to the share price post the vesting of their long-term incentives, the following executives have elected to subject their CSP shares to a further agreed upon holding of 3 years.

CSP Awards vested

  Award date Total
number
granted
%
vested
Total
vested
Executive Directors
GO O’Connor 17/02/2015 36 665 61.5 22 548
WA Hook 17/02/2015 14 000 61.5 8 610
R Venter 17/02/2015 22 000 61.5 13 530
MW Godfrey 17/02/2015 22 000 61.5 13 530
94 665 58 218