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Remuneration Committee report
SECTION A
BACKGROUND STATEMENT FROM THE CHAIRMAN OF THE REMUNERATION COMMITTEE
Dear Shareholders
On behalf of the board, I am pleased to present our Remuneration Committee report for the financial period ended 30 June 2024. The report details the focus areas for the 2024 financial period and enhancements to our Remuneration policy. It further details the remuneration outcomes for the period and planned focus areas for the 2025 financial period.
Introduction
The Group's Remuneration policy and reporting continues to evolve as legislation and the employment market evolve. Striving to create an inclusive and transformed environment by attracting, engaging, developing and retaining strong and talented employees to support long-term growth is key to the continued success of our business. The Group's employee value proposition supports this objective through a holistic approach to reward by promoting fair and responsible remuneration practices and enhanced employee wellbeing through our employee-centred wellness, development, diversity and inclusion initiatives.
The Group strives to maintain a balance between the different components of its Remuneration policy, including the level and challenge of stretching targets and remuneration disclosure, while ensuring that high performing individuals continue to be motivated to perform and achieve the Group's market-leading metrics.
In addition to satisfying best practice governance criteria, our board considers it essential to align our Remuneration policy and practices with our Business Philosophy and Group strategy.
PERFORMANCE AND REMUNERATION OUTCOMES
This has been a particularly challenging year for the retail sector, with multiple factors adversely impacting the performance of the Group. In South Africa, the ongoing weak consumer spending environment, congestion at South African ports, global shipping disruption, and climate impact resulting in the late onset of winter in South Africa all impacted inventory levels, and had a moderating influence on sales growth. In the UK, Office delivered a solid performance proving its resilience despite the pressure on household spending in that market. Office has sustained its recent growth momentum and continues to benefit from its unique market positioning, strong brand partnerships and established online presence, as well as the investment in its new store development and remodelling programme.
The Group's performance is a credit to our committed executives, most ably supported by our employees who continue to remain resilient and contribution focused. The Truworths International, Truworths and Office leadership teams have more than 530 years' combined experience in the Group, which ensured a strong post COVID-19 recovery, and will enable the Group to take advantage of early indicators of improving consumer confidence in the year ahead, despite the headwinds in the macro environment over the reporting period. Detail on the impact of the macroeconomic environment is outlined in the Retail trading environment report.
The Remuneration Committee (the committee) aims to ensure that incentive targets are consistent with the successful execution of our Business Philosophy and Group strategy. Over the reporting period, and based on feedback from shareholders as well as changing legislation, the committee reviewed the Group's Remuneration policy and practices to ensure they align with our objectives while meeting the expectations of our shareholders and other key stakeholders. This process included extensive engagement with relevant stakeholders, as well as international advisers, to form an understanding of their views and what they believe are important components of this policy. The main issues reviewed and addressed in the current period were:
- the introduction of minimum shareholding requirements for executive directors;
- ensuring targets are aligned with our business strategy and shareholder interests;
- introducing ESG as a separate measurable component of our strategic objectives, while ensuring a broader stakeholder focus;
- disclosing details of strategic targets for the 2025 short-term incentive (STI), which incorporates specific ESG targets;
- disclosing details of the separate strategic and ESG targets for long-term incentive (LTI) awards made in September 2024 and measured at the end of the 2027 financial period; and
- reviewing our fair pay policy to ensure it is aligned with the Group's reward philosophy, market best practice and that it serves all stakeholder interests.
Business performance
Group retail sales increased by 3.6% to R21.4 billion with Truworths Africa sales decreasing by 3.2% and Office increasing by 10.8% (in Sterling). Group gross margin fell within our target range but decreased marginally from 52.5% to 52.3%, while cash generated from operations increased to R4.7 billion, almost R900 million more than the prior period.
Our success in delivering on our Vision for our shareholders is evident from the growth in the Group's share price over time, as reflected in the table below, which shows the strength and consistency of the Group's long-term share price performance. This not only demonstrates the value created by the Group for its shareholders, but it also reflects investor sentiment in relation to the Group and therefore the shareholders' satisfaction with management's execution of the Group's strategic initiatives.
Share price appreciation (CAGR) | Truworths International |
JSE Top 40 | JSE ALSI |
Since June 1998 (JSE listing) | 13% | 10% | 10% |
Since June 2009 (Global financial crisis) | 6% | 9% | 9% |
Since June 2020 (COVID-19) | 28% | 9% | 10% |
The Group's dividend yield has performed equally well, as reflected in the table below. Shareholders who invested in the Group in June 2020 have achieved a 35% compound annual total shareholder return (TSR), (the sum of the dividends and appreciation in share price) as measured on 30 June 2024, and 15% and 10% since listing and over the last 15 years, respectively.
Truworths International | Total shareholder return (CAGR) |
Dividend yield (average) |
Since June 1998 (JSE listing) | 15% | 5% |
Since June 2009 (Global financial crisis) | 10% | 6% |
Since June 2020 (COVID-19) | 35% | 9% |
The graph below depicts how the value of R1 invested in the Group in June 1998 has grown over the past 26 years, taking into account share price appreciation and dividends, and demonstrates how the Group has created long-term value for shareholders:
VALUE OF R1 INVESTED

These metrics demonstrate our commitment to and successful delivery of our Vision for our shareholders as stated in our Business Philosophy, as well as the successful execution of our business strategy over the long term.
Remuneration outcomes
The remuneration outcomes for the 2024 financial period relative to the minimum, on-target and maximum outcomes for executive directors were as follows:
MICHAEL MARK
(R’000)

EMANUEL CRISTAUDO
(R’000)

SARAH PROUDFOOT
(R’000)

The STI outcome for the reporting period was only 74.1% (compared to a maximum potential outcome of 150%), reflecting the challenging trading environment in the last 12 months. Further detail on the specific targets and results are included in the Implementation report.
The LTI awards made in September 2021 yielded a vesting outcome in the 2024 financial period of 131.5% (compared to a maximum potential outcome of 150%), reflecting the Group's exemplary post-COVID-19 recovery through management's consistent focus on the Group's Business Philosophy. A key matter considered by the committee was whether this outcome against targets and the share price recovery represented windfall gains. In making this assessment, the committee considered various factors, including:
- The prevailing uncertain operating context at the time the targets were set in June 2021, taking into account the significantly impaired trading and financial position of Office, and the marginal post-COVID recovery achieved in Truworths up to that point.
- The headwinds experienced by the Group since June 2021, particularly in South Africa, including civil unrest, floods, port congestion, international shipping disruption, severe levels of electricity load shedding, and a generally poor and unconducive macro environment.
- The Group's compound annual TSR performance and compound headline earnings per share (HEPS) growth since June 2021 relative to inflation, as a measure of shareholder wealth created over this period, and management's performance in a challenging macro environment. As the start of this three-year period was arguably a low base following the COVID-19 pandemic, the committee also considered the Group's five-year compound TSR and HEPS performance since June 2019.
TSR (CAGR) | HEPS growth (CAGR) |
Inflation (pa) |
TSR out- performance vs inflation (pa) |
HEPS growth out- performance vs inflation (pa) |
|
Since June 2021 | 24.8% | 15.7% | 6.0% | 18.8 ppts | 9.7 ppts |
Since June 2019 | 10.5% | 7.1% | 5.0% | 5.5 ppts | 2.1 ppts |
Accordingly, the committee concluded that the LTI outcome was not a windfall on targets but the result of the executive team's relentless efforts to implement strategies and manage costs that would deliver significant shareholder value over time.
In the context of the operating environment prevailing at the end of the reporting period, consumer disposable income remains under pressure due to the cost-of-living pressures in both our main trading environments. However, we are cautiously optimistic about South Africa (SA) and the United Kingdom's (UK) medium-term outlook as reflected in current market sentiment. We continue to grow our customer base, and the appeal of our quality, aspirational merchandise and our customer account offering, remains strong. The Group's balance sheet is healthy, and the businesses generate robust cash flows.
We remain focused on rewarding executives and employees in a responsible, fair and sustainable manner to ensure the retention of key executives and employees to achieve our objectives, which include implementing our succession plans and our ongoing focus on transformation. We continue to monitor both the internal and external landscape, taking cognisance of all stakeholders, to ensure our Remuneration policy remains relevant and fulfils its purpose in the short, medium and long term.
SHAREHOLDER ENGAGEMENT AND VOTING
Shareholder engagement
The 2023 Remuneration policy and Implementation report were proposed to shareholders for non-binding advisory votes at the company's annual general meeting (AGM) on 9 November 2023. Of the votes cast, 70.71% were in favour of the Group's Remuneration policy (increased from 69.95% in the prior period) and 66.94% voted in favour of the Implementation report (decreased from 69.96% in the prior period).
2023 AGM RESULTS | 2022 AGM RESULTS | |||||||
Votes for % |
Votes against % |
Total shares voted as a % of total issued shares |
Votes for % |
Votes against % |
Total shares voted as a % of total issued shares |
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Remuneration policy | 70.71 | 29.29 | 80.52 | 69.95 | 30.05 | 81.23 | ||
Remuneration implementation report | 66.94 | 33.06 | 80.53 | 69.96 | 30.04 | 81.23 |
Ahead of the AGM, Institutional Shareholder Services Inc. (ISS), a global provider of independent and objective shareholder meeting research and proxy voting recommendations, issued an ISS Research Report on the Group on 6 November 2023 entitled 'ISS Proxy Analysis & Benchmark Policy Voting Recommendations'. In relation to the resolutions pertaining to the Group's 2023 Remuneration policy and Implementation report, in the Key Takeaways the Research Report stated: 'No material issues are raised with the Remuneration policy and the Implementation report; thus, shareholder support is considered warranted for both resolutions'.
Regarding resolution 8.1 dealing with the Group's Remuneration policy, the Research Report recommended: 'A vote FOR this item is warranted: On balance, the Company's Remuneration policy raises no major concerns'.
Regarding resolution 8.2 dealing with the Group's remuneration Implementation report, the Research Report recommended: 'A vote FOR this item is warranted: In the absence of material concerns and recognising the Company's response to last year's shareholder dissent, support for the Remuneration Implementation report is considered warranted at this time'.
In making these recommendations the Research Report raised a number of points that were noted and taken into consideration by the committee and, where thought appropriate, suitably addressed when formulating the Group's 2024 Remuneration policy and implementing it.
Ahead of the 2023 AGM, in order to engage with the largest shareholder, who is also the major dissenting shareholder, the committee held a meeting with its executives on 23 August 2023. This was followed up by a meeting between executive management and the largest shareholder on 25 October 2023.
Notwithstanding these productive engagements, the Group's largest shareholder advised the company on 13 November 2023, subsequent to the 2023 AGM, of its reasons for voting against the Remuneration policy and Implementation report. At the date of the AGM, this shareholder directly held approximately 19.31% of the company's shares in issue. If the dissenting votes of this shareholder are excluded, then the remaining shareholders voted 96% and 91%, respectively, in favour of the Remuneration policy and the Implementation report. Similarly, at the 2022 AGM, if the dissenting votes of the same largest shareholder are excluded, the remaining shareholders voted in excess of 90% in favour of the Remuneration policy and Implementation report.
Dissenting shareholders' views are welcomed and they were invited, via an announcement on SENS on 10 November 2023, to engage and provide reasons for their votes against the resolutions at the 2023 AGM relating to the approval of the Group's Remuneration policy and Implementation report. A virtual meeting of dissenting shareholders was scheduled for 8 December 2023. Two shareholders, including the largest shareholder, provided feedback prior to the meeting and no shareholders attended the meeting. Furthermore, the committee engaged with a leading global corporate governance and remuneration consultancy and external consultants in order to assimilate feedback and respond positively to dissenting shareholder perspectives. Wherever considered appropriate such feedback has been incorporated into future incentive arrangements.
The Group's largest shareholder was clearly the determining factor in the unfavourable votes at the 2023 and 2022 AGMs. The shareholder sent a letter for both AGMs to the board to explain the reasons for its dissent. To the committee's disappointment, the letters in respect of the two AGMs were almost identical despite the Group's changes to its Remuneration policy and Implementation report in response to the dissenting vote at the 2022 AGM (as set out in the Shareholder concerns section that follows). Following the letter of 13 November 2023 from the largest shareholder, the committee sent a comprehensive letter to it on 12 December 2023 addressing all the issues raised. After not receiving a response to this letter, and in the interest of engaging meaningfully on the issues canvassed, on 7 May 2024, the committee issued a request to the largest shareholder for a response. Notwithstanding an undertaking on 8 May 2024 to furnish same, regrettably no response has been received to date from the dissenting shareholder.
We believe these engagements are crucial to improving our shared understanding of our remuneration strategy and achieving an outcome that supports and delivers a positive and balanced outcome for all our stakeholders. The Group continues to explore methods and opportunities to engage with shareholders.
Shareholder concerns
While no shareholders attended the engagement meeting scheduled for 8 December 2023, the following concerns were raised by shareholders, and the actions taken by the Group in response to these concerns are summarised below:
SHAREHOLDER CONCERNS AND COMMENTS | GROUP RESPONSE | ||
STI targets for the 2024 financial period should be disclosed. In addition, STI and LTI strategic target details should be disclosed. |
Owing to the short term and therefore commercially and price sensitive nature of the STI targets, the target ranges are, and will continue to be published retrospectively, although the Group has enhanced its STI disclosures from the 2023 financial period. The committee believes this approach is prudent in safeguarding the Group's short-term financial projections. STI targets are set and approved by the committee prior to the start of the financial year. For the 2025 financial period, STI targets for return on assets and return on equity have been set higher than the upper range of the Group's medium-term targets. In response to the shareholder concern regarding the disclosure of STI strategic targets, the committee has resolved to disclose the strategic target elements and weightings for the ensuing year's STI, and will do so going forward. Financial LTI targets are published in advance as these are considered to be less commercially sensitive as they are aligned with the Group's published medium-term targets. These targets are set and approved by the committee before awards are made. In response to the shareholder concern regarding the disclosure of LTI strategic target details, the committee has resolved to disclose the strategic and ESG target elements and their respective weightings for the LTI awards to be made in the ensuing year. Additionally, the committee has resolved to reduce the STI strategic target weighting from 30% to 25% (which includes ESG targets). For LTI awards, strategic and ESG targets have been separated and assigned weightings of 15% and 10% respectively, with a combined total of 25% compared to 30% in prior periods. The retrospective reporting of the performance relative to the targets for the 2024 financial period. |
||
Lack of disclosure on sustainability and ESG targets. |
Based on engagement with dissenting shareholders following the 2022 AGM, the Group reviewed its ESG reporting framework and enhanced disclosure in the 2023 Integrated Report. This has been expanded in 2024 and will be enhanced further in subsequent years (refer to the Group's approach to sustainability and ESG reporting). In addition, we have separated ESG targets from the LTI strategic targets and they will be reported on separately in future. The Group's ESG targets for the 2025 STI and September 2024 LTI awards that vest in 2027 are disclosed below. |
||
The LTI indicators and targets are not sufficiently stretching and should be more closely aligned with shareholder interests, although it is acknowledged that the Group continues to make strides in incorporating multiple financial indicators. |
The Group has outperformed the market with compound annual share price growth of 13% pa since the company's JSE listing in 1998 (JSE ALSI and JSE Top 40 at 10% pa), and 28% pa since June 2020 (JSE ALSI 10% pa and JSE Top 40 9% pa), delivering a superior long-term dividend yield (5% average since listing and 9% average since June 2020) and compound annual TSR (15% pa since listing and 35% pa since June 2020). The Group sets medium-term targets for key operating and productivity metrics and, over time, the performance against these targets has improved and is currently the highest or equal to the highest compared to our selected local and international benchmarks. Refer to best-in-class operating and productivity metrics in Section C of this report. We believe this shows an outstanding commitment and contribution ethic in our Group. The committee believes that stretch targets should be sufficiently challenging yet achievable in times of significant outperformance. As LTI targets are determined more than three years in advance of performance measurement, it is difficult to set these, especially in a volatile operating environment. Considering that the targets for the 2023 and 2024 financial periods were set during the COVID-19 pandemic, it is appropriate to consider the generally negative sentiment and perspective of the future that prevailed at that point in time. This particular concern was raised by the Group's largest shareholders for the last two consecutive years. In response thereto, LTI targets were amended in the prior period (refer to the Group's Integrated Report 2023 available on the website at www.truworths.co.za/reports), and in the reporting period the Group commissioned a detailed analysis of the LTI targets relative to those of market peers. This analysis highlighted that the ROIC targets were sufficiently stretching, The committee has also resolved to increase the HEPS stretch target for future awards to inflation +4 ppts pa. In addition, the committee has introduced minimum shareholding requirements for executive directors with effect from 1 July 2024 to further align their interests with those of shareholders. |
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The committee is grateful for the feedback received from shareholders and noted that the development of the Group's Remuneration policy and its implementation is one of continuous improvement. The Group considered and attempted to balance the diverse views of shareholders regarding executive remuneration, while at the same time keeping management motivated, focused and retained. The table below sets out the high level remuneration-related actions that the committee has taken over the past three years to further align the Group's policy with shareholder expectations:
SHORT-TERM INCENTIVES | LONG-TERM INCENTIVES | ADDITIONAL MEASURES | ||||
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|
|
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The Remuneration policy and the Implementation report for the 2024 financial period will be proposed to shareholders for separate non-binding advisory votes at the AGM on 7 November 2024. The committee believes that the improvements in the reporting disclosure as well as aligning targets more closely with shareholder expectations should contribute to improved shareholder support.
LEGISLATIVE CHANGES
The committee ensures that the Group takes cognisance of evolving legislation through continuous research and monitoring.
During the period, the following remuneration-related legislative changes were made:
- In South Africa, amendments were made to the National Minimum Wage Act, No 9 of 2018, and the national minimum wage increased from R25.42 to R27.58 per hour with effect from 1 March 2024.
- Amendments were made to the Sectoral Determination 9 wage rates, issued in terms of the Labour Relations Act in South Africa, which rates were implemented on 1 March 2024.
- In the UK, amendments were made to the National Living Wage and National Minimum Wage which were effective on 1 April 2024.
- In Ireland, amendments were made to the National Minimum Wage which were effective on 1 January 2024.
In addition, the Companies Amendment Act was signed into law and promulgated on 26 July 2024. Although no effective date has been gazetted and the legislation is not yet binding on the Remuneration policy and Implementation report vote for the 2024 financial period, the committee has given consideration to the amended reporting requirements, and will review the fair pay policy and additional requirements with regard to wage gap disclosures in the 2025 financial period. The committee will also monitor how remuneration reporting practices will evolve in light of the disclosure requirements in the Companies Amendment Act.
REMUNERATION COMMITTEE COMPOSITION
In line with the recommendations of King IV, the committee comprises only independent non-executive directors, namely Hans Hawinkels, Hilton Saven, Rob Dow, Tony Taylor and Wayne Muller. Further details on the committee members are available in the Truworths International board section. The CEO is an invitee to committee meetings and recuses himself from various discussions, including those that relate to his performance and remuneration. Detail on the committee meeting attendance is included in the Report on Corporate Governance and Application of King IV Principles 2024 on the website at www.truworths.co.za/reports.
Following feedback received from a global corporate governance consultancy regarding the perceived independence of the board chairman and committee members, the Nomination Committee appointed Wayne Muller as an additional member to the committee, effective 1 September 2023, pursuant to the process of succession of committee members over time. The Group will continue the process of refreshing the non-executive component of the board in a systematic manner that will enable it to have continuity in terms of the important and ongoing contribution from long-standing directors, while newly appointed non-executive directors grow their knowledge of the Group and begin to influence board deliberations in a substantive manner.
FOCUS AREAS FOR 2024
The committee addressed the following key issues during the period:
- Conducted a detailed review of the Group's fair pay policy and pay equity to ensure the principles and application of 'equal pay for work of equal value' are maintained across all levels within the Group and align with the Group's reward philosophy, and how the application of such principles address fair and responsible remuneration for executive management in the context of overall employee remuneration.
- Reviewed market practice and the changing landscape with regard to minimum shareholding requirements and introduced minimum shareholding requirements for the executive directors to be attained over a phase-in period.
- Conducted a detailed analysis of the Group's current Remuneration policy to ensure the Remuneration policy and disclosure practices were in line with market practice and good governance. This included an analysis of the STI and LTI metrics, targets, weightings and measurement, including a regression analysis to confirm how stretching or robust the LTI targets are when compared to the peer group.
- Comprehensively reviewed the Group's reporting on remuneration to better communicate and enhance disclosure of its remuneration policies and practices to stakeholders.
- Reviewed the benefits offered by the Group across all levels of employees and approved enhancements thereto, including enhancements to the parental leave policy, as well as the continuation of wellness days to include additional focus on mental health.
- Reviewed and approved the remuneration of executives, including annual increases, STI payments, LTI awards and LTI vesting outcomes.
- Reviewed the outcome of LTI awards based on the 2024 financial period results to ensure the vesting outcome is justified having regard for the Group's performance since the date of these awards, taking into account the value created for shareholders, as well as the operating context over the vesting period.
- Approved the STI targets for the 2025 financial period.
- Based on a benchmarking exercise by executive management, reviewed and recommended for approval by shareholders the non-executive directors' remuneration for the 2025 calendar year.
- Reviewed and approved the issue of share-based LTI awards in terms of the 2012 share plan.
- Approved the release of dividends to LTI share scheme participants holding restricted and performance shares. Dividends for performance shares are subject to clawback provisions, in terms of which 100% vesting occurs if performance targets are met or exceeded. If the targets are not met, dividends received on the deficit in performance are required to be repaid.
- Confirmed that all LTI allocations and payments were made in accordance with the rules of the LTI schemes.
- Agreed and recommended for approval by the board the performance targets for the relevant LTI share schemes in respect of awards made during the reporting period.
- Increased the HEPS stretch target for future STI and LTI awards based on shareholder engagement feedback.
- Considered and resolved to separate strategic and ESG targets, and introduced a cash realisation metric relating to the Group's ability to collect trade receivables effectively and manage the Group's working capital needs for future LTI awards.
FUTURE FOCUS AREAS
- Review the fair pay policy and introduce the amended remuneration reporting requirements in alignment with the Companies Amendment Act when it comes into force.
- Review remuneration policies to clarify directors' contractual rights in terms of pay multiples, and STI and LTI treatment, should there be a change in control of the Group or severance agreements reached.
- Review the composition of the existing peer group to ensure it remains relevant.
- Continue to monitor and address pay equity to ensure the principles and application of 'equal pay for work of equal value' as well as fair and responsible remuneration across the dimensions of race, gender and skill level are maintained across all levels within the Group, and in line with the Group's reward philosophy.
- Continue to focus on setting remuneration targets which drive shareholder wealth creation and earnings growth for all performing employees at all levels, and offering benefits that enhance the quality of living standards of all employees.
- Continue to monitor the reward structures and retention mechanisms for scarce and critical skills based on market data while considering evolving trends, one of which is the emigration of young, skilled employees.
- Continue to focus on the phased succession plan for top management and senior executives and ensure it is supported by appropriate remuneration best practice and aligned with the Group's transformation strategy, as well as the retention of key individuals.
EXTERNAL ADVISERS
During the reporting period, the committee engaged the consultancy services of PricewaterhouseCoopers Inc. (PwC), a leading global corporate governance and remuneration consultancy. PwC, familiar with the practices and policies of proxy advisory services, was engaged to conduct a review of the Group's remuneration framework, with a particular focus on voting policies and global best practice for remuneration reporting. The committee is satisfied with the independence and objectivity of the consultants.
Additionally, the Group subscribes to REMeasure and REMChannel, both provided by Old Mutual, which are utilised for benchmarking and remuneration market data in South Africa, and Willis Towers Watson for remuneration market data in the UK.
POLICY STATEMENT
This report of the committee provides an overview of Group-wide remuneration policies with an emphasis on the remuneration structure for the Truworths International executive and non-executive directors. There were no policy exceptions during the period, and the committee is satisfied that the Remuneration policy summarised in this report achieved its stated objectives during the period, and is expected to do so again in the 2025 financial period.
I trust that this Remuneration report enables shareholders to make an informed vote. I look forward to your support of the Group's remuneration proposals at our AGM in November 2024.
Hans Hawinkels
Chairman
Remuneration Committee
SECTION B
REMUNERATION POLICY
APPROVAL OF REMUNERATION POLICY AND IMPLEMENTATION REPORT
In terms of the King IV principles and the JSE Listings Requirements, the Group's forward-looking Remuneration policy and the Implementation report in respect of its current policy as set out in Sections B and C are required to be approved by separate non-binding advisory votes at the AGM of shareholders scheduled for 7 November 2024.
Should 25% or more votes be cast against either or both of the non-binding advisory resolutions, the company undertakes to engage with shareholders to ascertain the reasons for the dissenting votes. Details of the engagement process, if applicable, will be published on SENS after the AGM.
The steps taken to address legitimate and reasonable concerns (if any) of shareholders will be disclosed in the following year's Remuneration Committee report.
Once the Companies Amendment Act, 2024 of South Africa comes into force, the approval requirements for the Remuneration policy and Remuneration report, the resolutions for which will be subject to binding votes requiring majorities of more than 50% in favour, will be applied accordingly.
BUSINESS PHILOSOPHY AND STRATEGY
The Group's Business Philosophy is core to the ongoing success of the business and is a guiding light, directing our consistent focus on what we need to do to create long-term sustainable growth, value and wealth, which in turn results in improved shareholder and broader stakeholder value creation. There are three components to the Business Philosophy: our Purpose, which describes how we serve our customers, our Values, which define how we behave as an organisation, and our Vision of expectations we try to satisfy for the various stakeholders in our business.
Our Vision for shareholders states: 'We are long-term investors in Truworths International because we trust in management's capacity to execute innovative strategies which deliver significant value over time'. This aptly describes our commitment to our shareholders. We are not short-term focused. We focus on the long term and strive to deliver sustainable value over time.
Our Values shape our business culture which guides the behaviour of employees. These Values are entrenched in the business and in how we operate, behave, recruit, and in the employee performance evaluation process.
Our strategic objectives are aimed at adherence to and fulfilment of the objectives of our Business Philosophy, as defined by our Purpose statement and our Vision for stakeholders. We strive to achieve these strategic objectives through the successful execution of various plans and actions. The extent to which these plans and actions have been successful is measured by comparing the stakeholder Vision to reality, which allows us to identify areas where improvements need to be made.
Our STI and LTI programmes are aligned with our business strategy, with measurement benchmarks and strategic objectives focused on management's ability to fulfil our Purpose and live by our Values, thereby aligning ourselves with the Vision for our stakeholders.
REMUNERATION PHILOSOPHY AND PRINCIPLES
The remuneration philosophy is closely aligned with the Group's Business Philosophy and is aimed at driving a high-performance culture that delivers the Group's long-term strategic objectives, as well as sustainable shareholder and broader stakeholder returns within the Group's risk appetite. The Business Philosophy directs our consistent focus on the long term, through good and bad times.
The reward philosophy ensures that the Group's reward approach is fair, sustainable, equitable and aligned with global remuneration best practice, and that rewards are applied across all employee levels in a responsible and transparent manner.
The remuneration objectives are achieved by utilising a total remuneration approach which comprises different elements of financial reward, including guaranteed earnings, STIs and LTIs. The combination of financial and non-financial rewards constitutes 'total reward' and supports the holistic employee value proposition. For further details on the employee value proposition, refer to the Truworths Human capital report, the Office Human capital report and the Environmental, Social and Sustainability Governance Report 2024 on the website at www.truworths.co.za/reports.
Remuneration practices are closely linked to the achievement of performance objectives of the Group, principal subsidiary companies, teams and individuals. The composition of total remuneration is based on the employee's role and level in the Group and there is a strong and sustainable link between performance and contribution over time, and the rewards received by an employee.
The Group's reward policy is designed to achieve the following objectives:
- Internal equity, which ensures employees are rewarded appropriately in relation to peers and in line with contribution over time, as well as ensuring an adherence with the principle of 'equal pay for work of equal value'.
- External equity to ensure employees are rewarded competitively in relation to the employment market.
- Fair and responsible reward management, which ensures that:
- There is equal opportunity across the Group for growth and development of high-performing individuals who are aligned with the Group's Business Philosophy.
- Performance measurement practices are regularly and consistently applied.
- Remuneration and benefits at all levels are equitable and applied consistently.
- Employees across all levels of the Group are rewarded fairly and appropriately based on their performance and their contribution.
- Reward practices promote an ethical culture and responsible corporate citizenship.
- A balanced and appropriate mix of short and long-term incentives.
- Alignment of risk and reward, with remuneration practices and schemes designed to encourage superior medium to long-term performance relative to competitors, while operating within prudent risk parameters to ensure sustainability.
REMUNERATION GOVERNANCE
The committee has oversight of the Group's remuneration practices and policies. The committee is responsible for reviewing, recommending and approving the remuneration of executive and non-executive directors of the company, and directors, divisional directors and key executives of principal subsidiaries (collectively referred to as executives). The committee periodically reviews the Group's remuneration strategy to ensure it supports the business and human resource strategies, remains aligned with the objective to enhance shareholder value, and is focused on achieving the following objectives:
- Attracting, engaging, motivating, rewarding and retaining a team of high-performing executives, as well as ensuring these principles are applied and maintained across all employee levels of the Group.
- Ensuring that the CEO and other executives continue to fulfil the principles of the Business Philosophy and deliver the business strategy, thereby pursuing the long-term sustainable growth and success of the Group.
- Demonstrating a clear relationship between short and longer-term performance and remuneration.
- Ensuring an appropriate balance between guaranteed and variable remuneration, taking into account both the short and long-term objectives of the Group.
- Differentiating pay between higher and average performers over time through effective performance management and assessment.
The Chairman of the committee reports to the board on all aspects of the committee's work as a standing agenda item at each board meeting. This feedback covers all aspects of remuneration strategy and policy, how the policy objectives are being achieved and the implementation thereof over the annual cycle.
FAIR AND RESPONSIBLE REMUNERATION
Fair and responsible reward management ensures that there is equal opportunity across the Group for the growth and development of high-performing individuals who contribute consistently and sustainably over time and are aligned with the Group's Business Philosophy.
Fair and responsible reward continues to be a key focus area, including raising the living standards of employees. In the reporting period, we have continued to focus on ensuring that pay aligns with the role, length of service, contribution, experience and performance levels for all employees across the Group. Both minimum wage and race and gender pay gap analyses utilising REMChannel data analytics are conducted annually, and adjustments are made accordingly.
The committee is cognisant of the disparity in levels of executive guaranteed remuneration relative to lower-paid employees within the retail industry. Therefore due consideration is given to ensuring an appropriate salary increase range is approved to ensure this disparity is addressed over time. It is anticipated that, in general, executive salary increases will be lower than those across the broader workforce, unless additional responsibility is given to executives or unusual circumstances exist, with due consideration to reducing the earnings gap over time and the impact of variable compensation opportunities.
Truworths' minimum starting cash salary is 7.8% above the South African national minimum wage, and store employees earn at least 30.2% more than the South African national minimum wage. In addition, all semi-skilled level employees that have at least two years' service receive additional benefits, which include healthcare, an annual bonus, retirement contribution, funeral benefits and access to an employee assistance programme offering medical, financial and legal support.
The committee is cognisant of the high unemployment levels within South Africa and therefore endeavours to maintain a balance between reducing the earnings gap over time and creating employment opportunities, in particular at the more junior levels.
PAY FOR PERFORMANCE
The executive directors' remuneration is determined according to the nature and responsibilities of the executive's role in relation to market benchmarks, and the performance of the individual in relation to Group and individual performance targets. Rewarding executives through guaranteed and performance-related remuneration is aimed at achieving the following:
- alignment of executive and shareholder interests;
- promotion of a culture of executive share ownership;
- promotion of excellence in individual executive performance; and
- retention of high-performing executives.
The core principle of the Group's performance management process is the effective alignment of Group strategic objectives, which are guided by its Business Philosophy (refer to the Group strategy report), with individual outputs.
The below graphics depict the pay outcomes under the different performance scenarios for the executive directors.
PAY FOR PERFORMANCE – CEO
%

PAY FOR PERFORMANCE – EXECUTIVE DIRECTORS
%

ELEMENTS OF REMUNERATION
The total remuneration mix is determined as follows:
GUARANTEED REMUNERATION | VARIABLE AND PERFORMANCE-RELATED REMUNERATION | ||||||||
ANNUAL GUARANTEED REMUNERATION | SHORT-TERM PERFORMANCE | LONG-TERM PERFORMANCE | |||||||
Total guaranteed package, which can include the following benefits:
|
Short-term cash-based incentive scheme |
|
|
||||||
|
Incentives are based on Group, subsidiary company and individual performance criteria, and are only paid if the Group achieves its threshold performance levels. Short-term incentives are paid to all qualifying employees across the Group. |
Long-term share-based incentives are aimed at rewarding the performance of senior employees as well as encouraging sustainable shareholder wealth creation. |
|||||||
Executive remuneration benchmarking
The Group utilises external professional service providers, external market surveys and best practice for continued remuneration benchmarking and job evaluation purposes. Remuneration is further benchmarked against other JSE-listed retailers and comparable JSE-listed companies. All data is appropriately aged, and weighted averages, medians and ranges are applied to establish the most appropriate remuneration levels. The Group aims to maintain average guaranteed remuneration at the median market level.
The current JSE-listed retail peers utilised as comparators are:
- Clicks Group
- TFG
- Woolworths Holdings
- Mr Price Group
- Pepkor Holdings
- Pick n Pay Stores
- Shoprite Holdings
- The Spar Group
- Cashbuild
- Dis-Chem Pharmacies
- Italtile
- Lewis Group
The selection methodology takes account of both size and performance metrics, which include the number of employees, turnover, total assets and earnings before interest paid and tax (EBIT). This methodology supports an objective determination of the comparator group that eliminates bias and promotes the selection of a comparator group that is not disproportionately weak or strong.
Guaranteed remuneration
Guaranteed remuneration is determined in relation to employment market norms. It includes cash salary, healthcare benefits, retirement benefits, travel allowance, and group life and disability insurance benefits.
To ensure consistency in the evaluation and sizing of the employment role, the Group conducts job profiling and evaluation to ensure the correct match to comparable roles and benchmarking of guaranteed remuneration levels. This is achieved by utilising REMeasure, REMChannel and the Willis Towers Watson databases.
A combination of performance and market remuneration positioning is utilised to adjust guaranteed remuneration levels periodically, as part of an assessment of the Remuneration policy. Adjustments to guaranteed remuneration outside of the annual review process are made on an exceptional basis and only linked to changes in responsibility level.
All South African store employees' compensation complies with Sectoral Determination 9 in terms of the Labour Relations Act or statutory requirements, and the minimum rates of pay, as determined for the retail industry in the applicable country, are either met or exceeded by the Group.
Guaranteed remuneration is periodically reviewed. When agreeing annual salary review levels, consideration is given to expected market movements in terms of salary reviews, Group performance, retail market data, internal comparatives, individual contribution and performance, the pay gaps that may exist at varying grade levels, as well as the prevailing inflation levels within the economy. Annual salary reviews are merit-based and a range of increases is approved based on the employee's level of seniority, the market positioning of the relevant role, as well as the individual's contribution and performance rating for the prior period.
Variable remuneration
The performance of executive directors is reviewed annually by the committee against predetermined financial and non-financial targets to ensure alignment with shareholder interests. Performance targets are set with the objective of being challenging, yet realistic within the context of the economic realities of the countries in which the Group operates and the stage in the business lifecycle.
The committee has discretion regarding incentive payments to mitigate unintended consequences, such as windfall gains that may arise from a purely formulaic approach. Any discretion by the committee will be appropriately disclosed and justified in the relevant Remuneration report for the year under which such discretion was exercised. Discretion will not be used to compensate for unfavourable outcomes.
Short-term incentives
The STI scheme aims to drive short-term performance through appropriate incentivisation in a measurable and sustainable way, thereby rewarding and retaining key talent.
The Group follows a hybrid approach with regard to structuring the STI, which is a combination of both top-down and bottom-up considerations. The top-down approach ensures STIs are linked to the key annual performance metrics of the business, which determines the incentive pool size, while the bottom-up approach, together with individual performance and contribution levels, determine the individual's relative share of the pool. The incentive pool is self-funded through the achievement of financial targets and is based on a percentage, limited to a maximum of 4% of profit before tax (excluding accounting impairments and reversals thereof).
Incentives are based on Group, company and individual performance levels and no short-term incentive is paid to executive directors if the Group's threshold performance measures for the period are not achieved.
All qualifying employees across the Group participate in the STI scheme.
The malus and clawback policy applies to STIs paid to executives and senior managers.
The Group's 2025 STI targets, ie adjusted HEPS growth above inflation, ROA, ROE, gross profit margin and strategic targets (which include ESG targets), as well as threshold, target and stretch levels are determined by the committee prior to the commencement of the financial period.
All financial targets are set and measured on an 'adjusted' basis to ensure they exclude the impact of significant accounting or other anomalies (such as accounting impairments and reversals) that could unduly benefit or penalise STI participants. As such, the 2025 target for HEPS growth is based on the 2024 financial year HEPS (which excludes accounting impairments and reversals by definition), adjusted to exclude the impact of the accounting consolidation of the Group's charitable trusts in the Group's annual financial statements in that year. This is consistent with how the target for HEPS growth was determined in relation to the 2024 financial year STI.
STI financial target ranges are published retrospectively due to their commercially sensitive nature. The detail of strategic targets, which include specific ESG targets, have been disclosed prospectively (see alongside) for the first time this year. The detailed performance achieved against targets for the 2024 financial period can be referred to in the Implementation report that follows.
2025 STI targets | Weightings % |
Below threshold % |
Threshold % |
Target % |
Stretch % |
Adjusted HEPS growth > inflation~ | 15 | – | 50 | 100 | 150 |
Adjusted ROA | 20 | – | 50 | 100 | 150 |
Adjusted ROE | 20 | – | 50 | 100 | 150 |
Gross margin % | 20* | – | 50 | 100 | 150 |
Strategic targets (including ESG^ targets) | 25* | – | 50 | 100 | 150 |
~ | Inflation refers to the average of the South African consumer price index (CPI, as published by Statistics South Africa) and the UK harmonised index of consumer prices (HICP, as published by the UK Office for National Statistics), weighted based on Truworths' and Office's relative contribution to Group profit before finance costs and tax. |
* | The weighting of strategic targets was reduced, and gross margin was increased after consultation with various stakeholders, who felt margin protection was key to the performance of the Group, with generally high inventory levels and promotional activity across the retail sector in the current constrained macro environment. |
^ | ESG targets comprise 10 percentage points of the total strategic target weighting of 25 percentage points. |
Note: | HEPS performance and ROE are used for both STI and LTI awards due to their significance in assessing the performance of the Group and their importance to stakeholders (specifically shareholders); they are also supplemented with other relevant financial targets that do not overlap. |
Strategic targets, which include ESG targets, and their respective weightings for the 2025 STI are as follows:
Strategic theme | Description | Weighting (%) |
||||||
ESG |
|
10 |
||||||
Human capital |
|
20 |
||||||
Aspirational fashion |
|
15 |
||||||
Group synergies |
|
20 |
||||||
Financial |
|
20 |
||||||
Capital allocation |
|
15 |
||||||
100 |
Individual performance is measured with reference to a scorecard of metrics to encourage each participant to focus on both the financial and non-financial performance targets that are directly aligned with the participant's responsibilities.
The quantum of the STI earning potential is based on the guaranteed remuneration of the relevant employee, multiplied by a market-related on-target percentage based on the Paterson grade of the role.
The committee must be satisfied that such payments are fair and reasonable. All executive directors' STI payments are approved by the committee. The achievement of targets is reviewed by the committee before any STI payments are made to executive directors. STIs are paid in cash at the end of September and are subject to employees' tax deductions.
The table below indicates the threshold, on-target and stretch STI payments as a percentage of guaranteed remuneration. These may be further adjusted based on the individual performance score achieved, and STIs are capped at 150% of annual guaranteed remuneration.
Earning potential (as a percentage of annual guaranteed remuneration) for STI purposes | Below threshold performance % |
Threshold performance % |
On-target performance % |
Stretch performance % |
STI cap % |
CEO | – | 50 | 100 | 150 | 150 |
Executive directors | – | 40 | 80 | 130 | 150 |
Long-term incentives (LTI)
LTI schemes are aimed at aligning executive remuneration with shareholder interests by rewarding executives for the creation of shareholder value over the medium to longer term. The LTI schemes are reviewed regularly to ensure alignment with relevant legislation, other governing rules and standards, appropriate market benchmarks and best practice.
The Group operates four share-based LTI plans in terms of the 2012 share plan:
- Restricted share plan (not awarded to executive directors)
- Share appreciation rights plan (not awarded to executive directors)
- Performance share plan
- Performance appreciation rights plan
The following core principles apply to the Group's share-based plans:
- The maximum aggregate allocation in terms of all the plans is limited to 5% of the company's issued shares as at June 2012 (being the year when the plan was approved by shareholders at the company's AGM) over the life of the plans in terms of the policy, being 23 090 501 shares.
- Annual allocations are capped at 1.25% of issued shares as at June 2012 in any one year, but committee guidelines are to limit annual allocations to below 1% in any one year.
- The maximum aggregate allocation for any one employee across all plans is limited to 1% of issued shares as at June 2012 over the life of the plans in terms of the policy, being 4 618 100 shares.
- Annual awards are allocated based on the face value of the awards granted. The maximum annual allocations are limited to 150% of annual guaranteed remuneration for the CEO and 130% of annual guaranteed remuneration for other executive directors.
- The restricted share plan and share appreciation rights plan have no performance conditions and are utilised to support the reward of performing senior key employees. Executive directors do not participate in the restricted share plan or share appreciation rights plan.
- The performance share plan and performance appreciation rights plan have multiple performance targets and are utilised to support and reward good long-term decision making and both financial and non-financial performance. Threshold, target and stretch performance measures are applied to all long-term incentive targets.
- All annual awards made to executive directors are linked to performance conditions and have a vesting period of no less than three years. Performance against targets are measured at the end of year three.
- Awards can be made across all plans and can vest over a period of up to six years.
- Where awards lapse, there is no replacement compensation.
- No long-term incentive allocation is guaranteed.
- All unvested shares, as well as unexercised options and vested and unvested rights, are forfeited upon an employee's dismissal in terms of the scheme rules.
- All unvested shares and vested and unvested rights are forfeited upon an employee's resignation in terms of the plan rules.
- The malus and clawback policy is applicable to LTIs awarded to executives and senior managers.
- The committee bi-annually approves the release of dividends to holders of both restricted and performance shares. Dividends paid on performance shares held, where performance against targets has not yet been assessed, are clawed back from participants should performance targets not be met and, therefore, 100% vesting not be achieved. At the date the dividend is declared, the executive accepts the dividend and can agree to simultaneously lend it on interest-free basis to the Group, until the performance measurement period has elapsed, at which time the Group pays back to the executive the amount of the loan due to them after appropriate deduction for non-achievement of performance targets. If the cash dividend is accepted at the payment date, the executive agrees that the shares be pledged to the Group, until the measurement period has elapsed, at which point the executive is required to make an appropriate repayment of the dividend for non-achievement of performance targets. In the event of termination of the executive's employment prior to the end of the performance measurement period, the dividend paid to the executive must be refunded in full.
- The committee regularly monitors the overall actual and forecast impact and costs of these plans on Group earnings.
In line with the Group's value of rewarding excellence as well as maintaining a long-term perspective on both the business and employees' careers, management aims to ensure participation by all high-performing employees at senior levels as well as those key to future succession or with scarce skills in the LTI plans.
LTI targets agreed for performance shares awarded in September 2024, with the target measurement date being the 2027 financial period, are set out in the following table. All financial targets are set and measured on an 'adjusted' basis to ensure they exclude the impact of significant accounting or other anomalies (such as accounting impairments and reversals) that could unduly benefit or penalise LTI participants.
2027 LTI targets (for awards made in September 2024) | Weighting % |
Threshold 50% vesting |
On-target 100% vesting |
Stretch 150% vesting |
Published medium‑term targets@ |
Adjusted HEPS growth^ > inflation* | 15 | Inflation pa |
Inflation + 1ppt pa |
Inflation + 4ppts pa~ |
|
Adjusted ROE | 15 | 22.0 | 24.5 | 27.0 | 22.0 - 27.0 |
Cash realisation rate (three-year average)# | 15 | 70.0 | 90.0 | 110.0 | |
ROIC > WACC | 30 | WACC + 2ppts pa |
WACC + 3.5ppts pa |
WACC + 5ppts pa |
|
Strategic targets | 15 | 50% | 100% | 150% | |
ESG targets# | 10 | 50% | 100% | 150% |
@ | Please refer to the Chief Financial Officer's report for further information on the revised medium-term targets. |
^ | Adjusted HEPS growth refers to HEPS growth relative to the 2024 financial year HEPS (which excludes accounting impairments and reversals by definition), adjusted to exclude the impact of the consolidation of the Group's charitable trusts in that year. |
* | Inflation refers to the average of the South African consumer price index (CPI, as published by Statistics South Africa) and the UK harmonised index of consumer prices (HICP, as published by the UK Office for National Statistics), weighted based on Truworths' and Office's relative contribution to Group profit before finance costs and tax. |
~ | The stretch target for HEPS growth was increased further in the current period from inflation plus 2 ppts pa to inflation plus 4 ppts pa, following consultation with shareholders on the 2023 financial period Remuneration policy and Implementation report. |
# | After consultation with stakeholders, the committee introduced an important cash realisation metric and separated ESG targets from other strategic targets. The importance of the cash realisation metric relates to the Group's ability to collect trade receivables effectively and manage the Group's working capital needs. |
Strategic targets, which include ESG targets, and their respective weightings for the LTI that vests in the 2027 financial period are as follows:
Strategic theme | Description | Weighting (%) |
|||||
Human capital |
|
15 | |||||
Supply chain |
|
15 | |||||
Aspirational fashion |
|
20 | |||||
Omni-channel |
|
15 | |||||
Customer relationship management |
|
15 | |||||
Retail presence |
|
20 | |||||
100 |
ESG targets and their respective weightings for the LTI vestings in the 2027 financial period are as follows:
Strategic theme | Description | Weighting (%) |
||||
ESG |
|
10 | ||||
For the 2024 financial period, no awards were made under the performance appreciation rights plan and, as such, no performance conditions were agreed for this plan. Similarly, no awards were made under the share appreciation rights plan to any employee.
Minimum shareholding requirement
A minimum shareholding requirement (MSR) was introduced from 1 July 2024 to ensure executive directors accumulate and retain a shareholding (outside and separate from shareholding through the Group's share schemes) in Truworths International, ensuring alignment with shareholder interests in the long term. The policy will apply to all executive directors, who will be required to hold shares equal in value to a specified percentage of their guaranteed annual remuneration as follows:
- CEO - 200% of annual guaranteed remuneration.
- Other executive directors - 150% of annual guaranteed remuneration.
The value refers to all shares held directly or indirectly via a company, trust or other entity directly linked to the executive in relation to either vested shares retained from LTIs previously awarded via the Group's share schemes or acquired by the executive directly in the market. The shareholding must be accumulated over a period of up to five years, either from the date of introduction of the policy or the appointment date of the executive, whichever is the later. After the five-year phase-in period, executives are expected to maintain the MSR for the duration of their employment.
The committee will assess holding levels annually, and reserves the right to determine remedial steps should the targeted MSR not be met at the target date. Remedial steps can include, but are not limited to, the mandatory deferral of forthcoming annual STIs for investment in company shares and subjecting the resultant shares to a holding period, as well as subjecting any future vesting share scheme shares to a holding period, until the MSR is achieved.
Legacy share scheme
The legacy long-term incentive scheme (1998 share option scheme) remains in operation but no further awards have been made in terms of this scheme since 2012, nor are there plans to make any. No shares are currently held in terms of the scheme, and the outstanding share options issued under this scheme are currently scheduled to expire in the 2025 financial period. Loans advanced by the Group for shares held in terms of this scheme were repaid in full during the reporting period and the shares held as security for such loans were released from their pledges. Potential gains relating to restricted instruments under the 1998 share option scheme, as well as the number of instruments issued in terms of this scheme, are taken into account in the allocation of shares under the 2012 share plan.
MALUS AND CLAWBACK
The malus and clawback policy is applicable to all variable remuneration awarded to executives and senior managers. The duration of malus provisions is aligned with the duration of the relevant incentive, up to the point of settlement. The duration of clawback provisions is limited to a period of two years from settlement, and remains in force if the executive concerned leaves the company prior to its expiry. Any variable remuneration (both STI and LTI) may be reduced or recovered in whole, or in part, after the occurrence of a trigger event.
The following constitute trigger events which will result in the malus or clawback provisions being applied:
- An intentional and material misstatement by the employee concerned of the financial results relating to the performance period or employment period in respect of an award, resulting in an adjustment in the audited accounts of a company in the Group.
- The assessment of any performance metric or condition in respect of an award which is based on a material error, or materially inaccurate information.
- The assessment of any performance metric or condition in respect of an award which is based on intentionally misleading information.
- Events or behaviour of the employee or events attributable to an employee which lead to the censure of a company in the Group, and as a direct result thereof cause material and ongoing reputational damage to a company in the Group.
- Reasonable evidence of employee action or conduct which amounts to dishonesty, fraud or gross misconduct.
EMPLOYMENT CONTRACTS
There are no contractual obligations at any employment level to pay special severance amounts or compensation on termination of employment contracts arising from failure or incapacity to perform, or from underperformance against contracted objectives.
There are no contractual obligations at any level of employment to allocate any short or long-term incentives, the only exception being the allocation of restricted shares, or performance shares in the case of an executive director, as consideration for agreeing to a restraint of trade, when employees join the Group.
No employment contract terms are affected by, or are linked in any way to, the automatic severing of such contracts as a result of a change in control of the Group. Furthermore, no payments of unvested short or long-term incentives are guaranteed on, or linked to, such a change in control, save that the rights of participants in the 2012 share plan must be accommodated by the board on a fair and reasonable basis on a change of control, and vesting of such rights will, unless the committee decides otherwise, be accelerated if such change of control leads to retrenchment within 24 months of the change in control. This policy will be reviewed in the 2025 financial period to include and clarify the treatment of STIs and LTIs in such instance of a change in control or termination of contract.
The executive directors' service agreements are subject to a six-month notice period.
NON-EXECUTIVE DIRECTORS' REMUNERATION
Non-executive directors receive fixed fees for services rendered as directors and as members of board committees. All non-executive directors receive the same base board fees, regardless of their length of service. In line with best governance and remuneration practice, non-executive directors do not participate in incentive schemes and do not receive any benefits (other than the discounts applicable to employees in respect of purchases charged to store card accounts) or performance-related remuneration from the Group. None of the non-executive directors have service contracts with the Group and no consultancy fees were paid to non-executive directors during the period.
The fee structure of non-executive directors is reviewed annually by the committee with due consideration to internal, economic and market factors utilising benchmarks from similar businesses. In line with best practice and to avoid a conflict of interest, the peer group comparators utilised are the same as those utilised for executive director remuneration benchmarking and are aimed at paying directors at the median for comparative roles in the peer group. Recommendations for increases are researched and presented by executive management to the committee for consideration, and presented to the shareholders at the AGM for consideration and approval by way of special resolution. Fees are determined in advance for an ensuing calendar year, and are stated exclusive of VAT.

SECTION C
IMPLEMENTATION REPORT 2024
The Group applied the Remuneration policy as set out in Section B without any deviations for the 2024 reporting period, and no payments were made as a result of termination of office or employment.
Guaranteed remuneration adjustments
The annual remuneration increase applicable from 1 March 2024 onwards recommended by the committee for non-unionised employees ranged from 3.5% to 8.5% (dependent on seniority, performance and market rate positioning) for employees performing at the Group's minimum required standard or higher. The increase ranges and average increase applied to qualifying management and non-management employees were as follows:
- management range of 3.5% - 6.5%, with an average of 5.3%;
- non-management range of 3.5% - 7.0%, with an average of 5.5%; and
- bargaining unit range of 3.5% - 8.5%, with an average of 6.0%.
Historically, salary increases for South African Commercial, Catering and Allied Workers Union (SACCAWU) members in the bargaining unit (permanent employees, excluding managers and flexi-timers) were determined following a process of collective bargaining between the trade union and the principal South African operating subsidiary. Since SACCAWU failed to meet the required membership threshold in the bargaining unit, the normal company salary review process was extended to this group of employees.
The annual guaranteed remuneration of the executive directors is determined by the committee, after reviewing benchmarks based on the Group's peer group of listed retail companies in South Africa. Guaranteed annual remuneration of executive directors for the reporting period was as follows:
Executive directors' guaranteed remuneration | 2024 R'000 |
2023 R'000 |
Change % |
Michael Mark | 11 321 | 10 860 | 4.2 |
Emanuel Cristaudo~ | 5 758 | 5 217 | 10.4 |
Sarah Proudfoot~ | 5 758 | 5 217 | 10.4 |
~ | Emanuel Cristaudo and Sarah Proudfoot were appointed as Group Joint Deputy CEOs in October 2022 as part of the Group's succession planning. Their roles were benchmarked at the time of appointment and accordingly adjusted over a two-year period with a 12.8% increase awarded in the 2023 period and a 10.4% increase awarded in the 2024 period, in order to adjust their guaranteed remuneration to the appropriate benchmarked remuneration for this role in line with their increased responsibilities. Increases normalised to 5.75% effective from 1 March 2024. |
PERFORMANCE AND IMPACT ON INCENTIVES
The Group's STI and LTI schemes have driven sustained financial performance in the long term, notwithstanding the macroeconomic and other challenges the Group had to contend with over the last five years. The graphs below show how since the 2019 financial period end the Group has grown the sale of merchandise and profit before finance costs and tax (on an adjusted basis), as well as headline earnings per share and annual dividends per share while maintaining a consistent dividend cover ratio.


* Adjusted profit before finance costs and tax excludes the impact of intangible asset impairments (2019 and 2020) and impairment reversals (2024), the settlement of the indirect tax matter (2023), as well as the impact of the consolidation of the Group's charitable trusts (2024).
BEST-IN-CLASS OPERATING AND PRODUCTIVITY METRICS
The Group sets medium-term targets for key operating and productivity metrics (refer to the Chief Financial Officer's report). Over time, the performance against these targets has improved and is currently the highest when compared to local and international benchmarks, except for the Group's asset turnover which is equal to both the local and global benchmarks. We believe this shows an outstanding commitment and contribution ethic in our Group.
2024 Pro forma |
Medium-term targets (published in FY23) |
Local benchmark@ |
International benchmark^ |
||
Gross margin | (%) | 52.3 | 49 – 53 | 43.7 | 51.6 |
Operating margin | (%) | 22.0 | 18 – 23 | 12.8 | 11.9 |
Return on equity | (%) | 36 | 31 – 36 | 18 | 20 |
Return on assets | (%) | 24 | 22 – 27 | 15 | 12 |
Inventory turn | (times) | 4.3 | 3.5 – 4.5 | 2.8 | 3.5 |
Asset turnover | (times) | 1.1 | 0.9 – 1.3 | 1.1 | 1.1 |
@ | The local benchmarks are based on the average ratios for comparable JSE-listed apparel retailers, being Mr Price Group (year ended 30 March 2024) and TFG (year ended 31 March 2024). |
^ | The global benchmarks are based on the average ratios for listed global fashion retailers (with a 70% weighting), being H&M (year ended 30 November 2023), Inditex (owner of the Zara fashion chain) (year ended 31 January 2024) and Lojas Renner (year ended 31 December 2023) and listed sportswear retailers (with a 30% weighting), being Frasers Group PLC (year ended 28 April 2024) and JD Sports Fashion PLC (year ended 3 February 2024). |
2024 SHORT-TERM INCENTIVE OUTCOMES
As detailed in the Remuneration policy, the Group follows a formulaic approach which includes Group and individual scorecards. This combined approach mitigates against unjustified outcomes, while it ensures that, at the same time, employees are rewarded for the performance conditions which were met over the financial period.
The table below depicts the historical STI payments of all employees as a percentage of profit before tax (excluding accounting impairments):
2024 52 weeks |
2023 52 weeks |
2022 52 weeks |
||
Adjusted profit before tax (refer footnotes below) | (Rm) | 3 892* | 4 058^ | 3 943# |
Growth in adjusted profit before tax | (%) | (4) | 1 | 34 |
STI paid | (Rm) | 84 | 105 | 119 |
Executive directors achieved STI | Yes | Yes | Yes | |
STI paid as a percentage of adjusted profit before tax | (%) | 2.3 | 2.6 | 3.0 |
* | 2024 profit before tax (excluding accounting impairments and reversals), adjusted to exclude the impact of the consolidation of the Group's charitable trusts. |
^ | 2023 pro forma profit before tax (excluding accounting impairments), ie excluding the impact of the indirect tax matter, and compared to the corresponding 52-week prior period. |
# | 2022 pro forma 52-week results (weeks 1 - 52), ie the results for the 53-week period excluding the impact of the 53rd week. |
The STI targets in respect of the 2024 reporting period, viz adjusted Group HEPS growth, adjusted ROA, adjusted ROE, gross margin and the successful implementation of strategic projects defined for the period, were determined by the committee at the start of the period. HEPS growth, ROA and ROE were adjusted to exclude the impact of accounting impairments, impairment reversals and the impact (gain) arising from the consolidation of the Group's charitable trusts for the first time in the 2024 financial period, and measures HEPS growth relative to the pro forma 52-week prior period.
The performance achieved and outcome against the 2024 STI targets were as follows:
2024 STI targets~ | Weighting | Threshold 0% |
Target 100% |
Stretch 150% |
Achieved 2024 |
Weighted outcome |
Adjusted HEPS growth^ | 15% | Inflation* pa 4.8% |
Inflation* + 1 ppt pa 5.8% |
Inflation* + 4 ppts pa 8.8% |
784.8 cps (4.1%) |
0.0% |
Adjusted ROA | 20% | 23.5% | 25.5% | 27.5% | 25.3% | 18.4% |
Adjusted ROE | 20% | 35.0% | 37.0% | 39.0% | 36.1% | 11.1% |
Gross margin | 15% | 51.0% | 52.5% | 54.0% | 52.3% | 12.7% |
Strategic targets (detail set out in the table that follows) | 30% | 50.0% | 100.0% | 150.0% | 106.3% | 31.9% |
Total | 100% | 74.1% |
~ | The STI financial targets are reviewed annually, and if necessary, revised to account for changes in the Group's balance sheet and capital structure. Accordingly, the 2024 STI targets for ROA and ROE have been adjusted to account for the growing cash balance in Office, which the board has decided to retain for strategic purposes, as well as the normalisation of equity following the significant share buy-backs between January 2020 and June 2022. |
^ | Adjusted HEPS growth, which excludes accounting impairments and impairment reversals by definition, and the impact of the consolidation of the Group's charitable trusts in the current financial period was measured against 2023 pro forma HEPS, which excludes the impact of the indirect tax matter. |
* | Inflation refers to the average of the South African consumer price index (CPI, as published by Statistics South Africa) and the UK harmonised index of consumer prices (HICP, as published by the UK Office for National Statistics), weighted based on Truworths' and Office's relative contribution to Group profit before finance costs and tax. |
The performance achieved and outcome against the 2024 STI strategic targets, which outcome is included in the overall STI outcome of 74.1% for the period as disclosed in the previous table, were as follows:
2024 STI targets | Rating % |
Weighting % |
Weighted outcome % |
|
Modify the Business Philosophy to promote the inclusion of individuals from diverse backgrounds, to create a culture of teamwork across the business with a greater emphasis on being contribution focused, and to ensure continued development takes place to progress succession and the attainment of business goals. |
Values modified to embrace the power of diverse and inclusive teams with an emphasis on individual and team contribution. Rollout to the business completed in both Truworths and Office. Performance measurement systems updated to accommodate these enhancements and our staff recognition programme, which is aimed at rewarding high achievers, was adapted and rolled out across the Group, including in Office for the first time. 13 038 staff members were trained across the Group during the financial period, compared to 12 588 in the previous reporting period. |
125 |
25 |
31.3 |
Continue to look for opportunities to grow and enhance the retail business in both operating environments, including investing in our organisation for long term growth to ensure the attainment of our published financial targets. |
Truworths
Office
Group All published medium-term financial targets were met. |
100 |
20 |
20.0 |
Evaluate external investment opportunities, guided by our Business Philosophy, and in line with our investment criteria. |
Several acquisition opportunities were considered over the period, with active participation by the Group in a number of acquisition processes, both in South Africa and in the United Kingdom. Alignment with the Business Philosophy was carefully considered as was the dilution of resources that would be required to integrate these businesses, the funding required and the potential long-term strategic and synergistic benefits. The Group continues to seek opportunities in this regard. |
100 |
15 |
15.0 |
Taking into account changes in the legislative landscape and the requirements of our stakeholders, ensure we continue to maintain the highest levels of governance in the Group. |
|
100 |
20 |
20.0 |
ESG |
|
100 |
20 |
20.0 |
Total | 100 | 106.3 |
As 2024 STI targets were achieved by the Group at above threshold level, a resultant incentive pool of R84 million was agreed, being 2.3% of adjusted profit before tax (2023: R105 million being 2.6% of adjusted profit before tax), and incentives were approved for payment to all qualifying employees. Executive directors' STIs were agreed as follows:
Executive director | On-target STI % of annual guaranteed remuneration |
Overall achievement after Group and personal performance modifiers as % of guaranteed remuneration |
STI 2024 awarded R'000 |
STI 2023 awarded R'000 |
Michael Mark | 100 | 68.5 | 7 758 | 13 250 |
Emanuel Cristaudo | 80 | 61.7 | 3 552 | 5 951 |
Sarah Proudfoot | 80 | 61.7 | 3 552 | 5 951 |
The graph below shows over the last 10 financial periods the CEO's guaranteed annual remuneration and STI, and highlights the strong correlation between his STI and the annual change in the Group's adjusted profit before finance costs and tax. It is to be noted that the CEO did not receive any STI payments in the 2015, 2017, 2018, 2019 or 2020 financial periods.

LONG-TERM INCENTIVES WITH A PERFORMANCE PERIOD ENDED DURING THE 2024 FINANCIAL PERIOD
Group financial performance conditions and targets for LTI purposes are determined by the committee. Measuring performance over a longer period ensures a focus on longer-term sustainable growth in shareholder value.
Actual performance against targets was assessed for the performance period ended during the year under review and applied to performance shares allocated in September 2021 and resulted in a total vesting level of 131.5%, reflecting the Group's exemplary post‑COVID‑19 recovery through management's consistent focus on its Business Philosophy and strategy.
A key matter considered by the committee was whether this outcome against targets and the share price recovery represented windfall gains. In making this assessment, the committee considered various factors, including:
- The prevailing uncertain operating context at the time the targets were set in June 2021, taking into account the significantly impaired trading and financial position of Office and the marginal post-COVID recovery achieved in Truworths up to that point.
- The headwinds experienced by the Group since June 2021, in particular in South Africa, including civil unrest, floods, port congestion, international shipping disruption, severe levels of electricity load shedding and a generally poor and unconducive macro environment.
- The Group's compound annual TSR performance and compound HEPS growth since June 2021 relative to inflation, as a measure of shareholder wealth created over this period, and management's performance in a challenging macro environment. As the start of this three-year period was arguably a low base following the COVID-19 pandemic, the committee also considered the Group's five-year compound TSR and HEPS performance since June 2019.
TSR (CAGR) | HEPS growth (CAGR) |
Inflation (pa) |
TSR out- performance vs inflation (pa) |
HEPS growth out- performance vs inflation (pa) |
|
Since June 2021 | 24.8% | 15.7% | 6.0% | 18.8 ppts | 9.7 ppts |
Since June 2019 | 10.5% | 7.1% | 5.0% | 5.5 ppts | 2.1 ppts |
The committee concluded that the LTI outcome was not a windfall on targets, but the result of the executive team's relentless efforts to implement strategies that would deliver significant shareholder value over time.
The following table depicts the historical vesting level of LTIs based on performance outcomes against LTI targets:
2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | |
September 2021 award |
September 2020 and March 2021 awards |
September 2019 and March 2020 awards |
March 2018, September 2018 and March 2019/ June 2019 awards |
August 2017 award |
November 2016 award |
March 2016 award |
|
90.0% | |||||||
113.2% | |||||||
Vesting level of LTI | 131.5% | 137.3% | 139.8% | 114.9% | 37.5% | 0.0% | 52.3% |
Details of performance against targets and outcomes for awards made during the 2021 financial period, with a performance period at the end of the 2024 financial period as well as vesting achieved, are as follows:
2024 LTI targets September 2021 LTI award | Weighting | Threshold 50% |
Target 100% |
Stretch 150% |
Achieved | Weighted outcome |
Published medium‑term Group targets at time of award |
HEPS | 20% | 546.7 | 563.0 | 579.6 | 784.8 | 30.0% | |
ROA | 15% | 20.0% | 22.5% | 25.0% | 25.3% | 22.5% | 20% - 25% |
ROE | 15% | 27.0% | 29.5% | 32.0% | 36.1% | 22.5% | 27% - 32% |
Gross margin | 20% | 51.0% | 52.0% | 53.0% | 52.3% | 22.7% | 49% - 53% |
Strategic targets (detail set out in the table that follows) | 30% | 50.0% | 100.0% | 150.0% | 112.5% | 33.8% | |
Total | 100% | 131.5% |
In the case of HEPS, compound annual growth exceeded compound annual inflation by 9.6 percentage points per annum, over the performance period, and in the case of both ROA and ROE the achieved outcome exceeded the upper range of the medium-term targets published at the time of the award, with gross margin achieving close to the upper end of the medium-term target ranges disclosed.
Performance achieved against the 2024 LTI strategic targets for the above award was as follows:
Strategic target | Rating description | Rating % |
Weighting % |
Weighted result % |
||||
Ensure we have a comprehensive online capability in both operating environments that adequately caters for the needs of our digital consumers and has the ability to grow without constraint. | Enhancements made to the Truworths and Office websites with a comprehensive merchandise offering mirroring the store environment, and the YDE website was migrated to the Truworths platform, all with good results. Significant work has been done to grow sales through added functionality, targeted communication campaigns, from the use of advanced analytics and subsequent strategies, and through the growth of customers and services on the platform. The CAGR of online sales for Truworths was 39% over the three years. In Office the CAGR of online sales was 4% over the same period, coming off a high base during COVID where online sales contribution were at record-high levels. Over the past two years Office online sales CAGR was 17%. | 125 | 10 | 12.5 | ||||
Modernise the systems environment to facilitate business growth and future requirements and consider the implementation of shared platforms between Truworths and Office. |
|
125 | 10 | 12.5 | ||||
Improve and upgrade our distribution capabilities with solutions that will facilitate growth over the next 10 years. |
|
125 | 15 | 18.75 | ||||
Improve our ability to respond quickly to changing market merchandise trends and to turn on (or off) rapidly based on performance and demand. |
|
100 | 20 | 20 | ||||
Implement modern, best-of-breed merchandise solutions and systems for Office. |
|
100 | 10 | 10 | ||||
Optimise our footprint in both operating territories with new concepts, in the most-in-demand locations and ensure performance exceeds hurdle rates. |
|
125 | 15 | 18.75 | ||||
Expand market share in key categories. |
|
100 | 20 | 20 | ||||
Total | 100 | 112.5 |
LONG-TERM INCENTIVES AWARDED DURING THE 2024 FINANCIAL PERIOD
During the 2023 financial period, the committee agreed, and recommended for approval by the board, the performance targets for the relevant share plans in relation to awards made during the 2024 financial period.
These targets were set, taking into account the macroeconomic environments in which the operating segments of the Group operate. They are aimed at rewarding management for achieving strategic imperatives aligned with the Business Philosophy and strategy that are: growing sales, containing the cost base, making well-reasoned and profitable capital expenditure decisions, maintaining a healthy and efficient balance sheet structure, and achieving the deliverables on the non-financial performance measures embodied in the strategic projects.
The performance measures and targets for these awards made to executive directors were disclosed in the policy section of the Remuneration report in the Integrated Report 2023.
Executive director share plan allocations during the 2024 financial period:
2024 | 2023 | |||||||
Executive director | Number of shares and type '000 |
Face value of shares allocated R'000 |
Face value as % of annual guaranteed remuneration |
Number of shares and type '000 |
Face value of shares allocated R'000 |
Face value as % of annual guaranteed remuneration |
||
Performance share plan (PSPs) (with performance targets)* | ||||||||
Michael Mark | 203 PSPs | 14 988 | 132 | 263 PSPs | 15 300 | 141 | ||
Emanuel Cristaudo | 81 PSPs | 6 010 | 104 | 103 PSPs | 5 980 | 115 | ||
Sarah Proudfoot | 81 PSPs | 6 010 | 104 | 104 PSPs | 6 015 | 115 | ||
* | The long-term incentive policy was amended in 2022 and therefore no non-performance restricted shares were awarded to any executive director during the reporting period. |
Note 1: | The awards have a vesting period of between three and five years. |
Note 2: | The vesting periods for executive directors' shares awarded in September 2023 are as follows: |
|
|
Note 3: | The performance measurement takes place at the end of financial year three, being June 2026. |
Note 4: | No shares vest if performance falls below the 50% vesting target, while performance above the maximum 150% vesting target does not increase the vesting percentage above 150%. |
Note 5: | Face value of shares allocated (or face value of awards) means the Rand value awarded to a participant. The number of shares awarded is determined by dividing the face value of the awards by the volume-weighted average market price of the company's shares over the five-business day period preceding the date of the award. |
Total share plan allocations to all participants (including executive directors) in the 2024 financial period:
Plan | Number of participants |
Face value of awards R'000 |
Restricted share plan (with no performance targets) | 350 | 67 441 |
Performance share plan (with performance targets) | 40 | 52 495 |
Aggregate share instruments awarded to employees and executives, including the above share plan allocations in the 2024 financial period, (ie total share scheme utilisation), constitute 9 424 000 shares, being 2.04% (2023: 2.9%) of total issued shares at June 2012, which is below the plan's aggregate allocation of 5%. The annual allocation as detailed above is 0.35% of issued shares at June 2012 which is below the committee guideline of 1% in any one year (1.25% in terms of the policy).
The maximum aggregate allocation for any one participant is 0.48% (2023: 0.70%) of shares in issue at June 2012 (1.0% in terms of the policy).
MINIMUM SHAREHOLDING BY EXECUTIVE DIRECTORS
The committee approved the introduction of an MSR for executive directors, effective 1 July 2024 to ensure executive directors accumulate a minimum shareholding in Truworths International (excluding shares held pursuant to a Group share scheme), ensuring alignment with shareholder interests in the long term. The shareholding must be accumulated over a period of up to five years, either from the date of introduction of the policy or the appointment date of the executive, whichever is the later. The current shareholdings of the executive directors are set out in the table below:
Name | Position | Shareholding '000 |
Shareholding value* R'000 |
Ratio to annual guaranteed remuneration % |
Michael Mark | CEO | 1 161 | 108 298 | 957 |
Sarah Proudfoot | Joint Deputy CEO | 146 | 13 619 | 237 |
Emanuel Cristaudo | Joint Deputy CEO/CFO | 21 | 1 959 | 34^ |
* | Determined with reference to the period-end share price. |
^ | Emanuel Cristaudo was appointed as executive director on 1 July 2021 and is in the process of accumulating shares in the company. |

EXECUTIVE DIRECTORS' REMUNERATION
Please refer to the Group Audited Annual Financial Statements 2024 on the company's website for further details relating to executive directors' remuneration and share-based awards. The total annual guaranteed remuneration, benefits and short-term cash incentives in the single-figure remuneration table below have been extracted from note 29.1 of the Group Audited Annual Financial Statements 2024, while the values of qualifying dividends and long-term incentives have been calculated in terms of the requirements of King IV. All loans pursuant to the 1998 Share Scheme were settled during the period.
The fair value of long-term incentive awards is included in the single figure remuneration in the period when performance against targets is measured, notwithstanding that vesting of the award (and therefore the accrual of the benefit to the participant) occurs in future years.
The standard single-figure remuneration disclosure has been supplemented with a breakdown of remuneration received and remuneration receivable (representing the fair value of long-term incentives) to provide improved disclosure of long‑term incentive awards. An important reason for the separation is that the vesting of long-term incentives take place over time (ie tranche vesting) as opposed to once-off 'cliff vesting' at the end of the performance measurement period. The committee is of the view that this aligns the participants with shareholder interests as they remain invested in the performance of the business after the performance measurement period. It is important to note that the fair value of long-term incentives is calculated with reference to the five-day volume-weighted average market price immediately preceding the end of the financial year, and therefore is not a reflection of the value that may be earned at the date of future vesting and could be subject to forfeiture in certain circumstances.
Single-figure remuneration | Single-figure remuneration comprising: | |||||||||||||
Director | Months paid |
Total annual guaranteed remuneration R'000 |
Benefits* R'000 |
Benefit of interest-free loans pursuant to 1998 share scheme R'000 |
Short-term cash incentive R'000 |
Long-term incentive^ R'000 |
Qualifying dividends# R'000 |
Total single-figure remuneration R'000 |
Single-figure remuneration - received (excluding LTIs) R'000 |
Single-figure remuneration – receivable (LTIs only) including vesting dates^ R'000 |
||||
2024 | ||||||||||||||
Michael Mark | 12 | 11 321 | 62 | 1 073 | 7 758 | 27 762 | 7 510 | 55 486 | 27 724 | September 2024: 27 762 | ||||
Emanuel Cristaudo | 12 | 5 758 | 5 | – | 3 552 | 6 696 | 1 207 | 17 218 | 10 522 | September 2024: 5 558 | ||||
September 2025: 1 138 | ||||||||||||||
Sarah Proudfoot | 12 | 5 758 | 20 | 159 | 3 552 | 12 084 | 3 269 | 24 842 | 12 758 | September 2024: 3 625 September 2025: 3 625 September 2026: 4 834 |
||||
2023 | ||||||||||||||
Michael Mark | 12 | 10 860 | 100 | 3 334 | 13 250 | 32 150 | 10 715 | 70 409 | 38 259 | September 2023: 12 860 September 2024: 19 290 |
||||
Emanuel Cristaudo | 12 | 5 217 | – | – | 5 951 | – | 794 | 11 962 | 11 962 | – | ||||
Sarah Proudfoot | 12 | 5 217 | 59 | 175 | 5 951 | 13 176 | 2 466 | 27 044 | 13 868 | September 2023: 3 953 September 2024: 3 953 September 2025: 5 270 |
* | Benefits comprise subsistence allowances for local and overseas travel, long-service awards and fringe benefits on life insurance premiums paid. |
# | Portion of the dividends received relate to performance shares which have not yet vested and for which performance has still to be measured against agreed targets. Security, in the form of a pledge of the shares in question, for the possibility that a portion of such dividends may have to be repaid if such targets are not achieved, has been provided by the directors to the company. |
^ | The long-term incentive value is calculated as the sum of: |
|
Total equity-based awards and cash flow
The table below shows the details of equity-based award movements and cash flows during the 2024 financial period. Details of the offer and vesting dates of the instruments are included in the Group Annual Financial Statements 2024.
Director | Award type | Opening balance 3 July 2023 '000 |
Granted '000 |
Lapsed/forfeited due to performance conditions not achieved or resignations '000 |
Additional shares awarded due to performance conditions achieved '000 |
Vested/ exercised/ sold '000 |
Closing balance 30 June 2024 '000 |
Cash flow on settlement R'000 |
Estimated closing fair value 30 June 2024 R'000 |
||||
2024 | |||||||||||||
Michael Mark | 2 911 | 203 | – | 157 | (2 230) | 1 041 | 102 367* | 97 065 | |||||
Options | 450 | – | – | – | (450) | – | – | ||||||
Shares | 1 550 | – | – | – | (1 550) | – | – | ||||||
Restricted shares with performance conditions | 911 | 203 | – | 157 | (230) | 1 041 | 97 065 | ||||||
Emanuel Cristaudo | 186 | 81 | – | – | (9) | 258 | 701 | 24 035 | |||||
Restricted shares without performance conditions | 28 | – | – | – | (9) | 19 | 1 712 | ||||||
Restricted shares with performance conditions | 158 | 81 | – | – | – | 239 | 22 323 | ||||||
Sarah Proudfoot | 568 | 81 | – | 64 | (243) | 470 | 14 367 | 43 064 | |||||
Options | 13 | – | – | – | – | 13 | 420 | ||||||
Shares | 81 | – | – | – | (81) | – | – | ||||||
Restricted shares with performance conditions | 447 | 81 | – | 64 | (135) | 457 | 42 644 | ||||||
Appreciation rights without performance conditions | 15 | – | – | – | (15) | – | – | ||||||
Appreciation rights with performance conditions | 12 | – | – | – | (12) | – | – |
* | Includes transactions relating to shares that were held in terms of the 1998 share scheme, awarded between 2 April 2008 and 19 February 2010, and were undertaken to settle the loan repayable and tax due by the CEO to enable him to retain the balance of such shares. |
Director | Award type | Opening balance 4 July 2022 '000 |
Granted '000 |
Lapsed/forfeited due to performance conditions not achieved or resignations '000 |
Additional shares awarded due to performance conditions achieved '000 |
Vested/ exercised/ sold '000 |
Closing balance 2 July 2023 '000 |
Cash flow on settlement R'000 |
Estimated closing fair value 2 July 2023 R'000 |
||||
2023 | |||||||||||||
Michael Mark | 2 755 | 263 | – | – | (107) | 2 911 | 10 715 | 101 405 | |||||
Options | 450 | – | – | – | – | 450 | 5 319 | ||||||
Shares | 1 550 | – | – | – | – | 1 550 | 44 476 | ||||||
Restricted shares with performance conditions | 755 | 263 | – | – | (107) | 911 | 51 610 | ||||||
Emanuel Cristaudo | 92 | 103 | – | – | (9) | 186 | 794 | 10 501 | |||||
Restricted shares without performance conditions | 37 | – | – | – | (9) | 28 | 1 558 | ||||||
Restricted shares with performance conditions | 55 | 103 | – | – | – | 158 | 8 943 | ||||||
Sarah Proudfoot | 525 | 104 | – | 29 | (90) | 568 | 2 466 | 27 652 | |||||
Options | 13 | – | – | – | – | 13 | 71 | ||||||
Shares | 81 | – | – | – | – | 81 | 25 290 | ||||||
Restricted shares with performance conditions | 404 | 104 | – | 29 | (90) | 447 | 2 291 | ||||||
Appreciation rights without performance conditions | 15 | – | – | – | – | 15 | – | ||||||
Appreciation rights with performance conditions | 12 | – | – | – | – | 12 | – | ||||||
Other than the executive and non-executive directors, the company does not have any prescribed officers as defined in the Companies Act (No. 71 of 2008, as amended) of South Africa.
Notes: |
|
Non-executive directors' remuneration
The total fees paid to non-executive directors in respect of the 2024 and 2023 financial periods are detailed below.
Total remuneration (excluding VAT) |
|||
Months Paid |
2024 R'000 |
2023 R'000 |
|
---|---|---|---|
Hilton Saven | 12 | 2 009 | 1 862 |
Hans Hawinkels | 12 | 870 | 702 |
Rob Dow | 12 | 647 | 610 |
Dawn Earp | 12 | 755 | 583 |
Maya Makanjee* | 6 | 204 | 510 |
Tshidi Mokgabudi | 12 | 628 | 583 |
Thabo Mosololi | 12 | 605 | 550 |
Daphne Motsepe~ | 12 | 448 | – |
Wayne Muller~ | 12 | 598 | – |
Roddy Sparks | 12 | 948 | 898 |
Tony Taylor | 12 | 647 | 610 |
Total | 8 359 | 7 073 |
* | Retired with effect from 9 November 2023. |
~ | Appointed with effect from 1 August 2023, but full fees paid due to timing of board and committee meetings. |
The proposed fees for non-executive directors for the 2025 calendar year were benchmarked against fees payable by the peer group companies. As disclosed last year, this has been part of a process of aligning our non-executive directors' fees to our targeted median positioning against peer companies. Our fee adjustments for certain roles are therefore higher, however the resulting fees are not out of line with the peer group.
Proposed fees (excluding VAT) for 12 months to December 2025 R'000 |
2024 fees R'000 |
change % |
|
Non-executive Chairman | 1 675 | 1 530 | 9.5 |
---|---|---|---|
Lead Independent Director | 765 | 700 | 9.3 |
Non-executive Director | 490 | 460 | 6.5 |
Audit Committee Chairman | 415 | 380 | 9.2 |
Audit Committee member | 205 | 190 | 7.9 |
Remuneration Committee Chairman | 230 | 210 | 9.5 |
Remuneration Committee member | 110 | 103 | 6.8 |
Risk Committee member (non-executive only) | 140 | 130 | 7.7 |
Nomination Committee Chairman* | 200 | 200 | – |
Nomination Committee member | 105 | 100 | 5.0 |
Social and Ethics Committee Chairman | 180 | 165 | 9.1 |
Social and Ethics Committee member (non-executive only) | 100 | 95 | 5.3 |
* | No fee increase was proposed for the Nomination Committee Chairman as the prior year increase was phased in over a two-year period. |