Remuneration report

Part 1: Background statement

Dear shareholder

I am pleased to present the remuneration committee's report for the 12 months ended 31 March 2018, highlighting key issues considered in the period.

In the past year, there have been leadership changes at board and executive level in the company. Mr Peter Nelson resigned as non-executive director and chairman of the board. He successfully led PPC through a period of headwinds and achieved some significant milestones since his appointment in January 2015. Mr Sidney Mhlarhi also resigned as non-executive director to pursue other career opportunities.

Both served as members of the remuneration committee. I thank them for their valuable contributions as committee members and wish them well in their future endeavours.

At executive director level, PPC also saw the resignation of the chief executive officer, Mr Darryll Castle, and appointment of his successor, Mr Johan Claassen.

The past year has been challenging for the company, mainly due to the lagging South African economy and low growth. Overcapacity, lack of demand for cement and the impact of competition from new entrants in the cement industry also impacted company performance for the period.

All these factors contributed to PPC's muted performance for the review period, and are reflected in remuneration outcomes.

Given these challenges, the committee has reflected and responded to shareholder views by incorporating a policy that ensures the delivery of sustained value as well as the attraction and retention of key skills at all levels in the organisation. In support of this policy, the committee is pleased to confirm that the new employee evaluation grading system has been fully implemented throughout the South African operations, including in newly acquired local subsidiaries. The integration of these subsidiaries is also on track with their respective plans. The grading system has been accepted in the DRC and is ready for implementation, while management is busy with the implementation roll-out plan in Rwanda and Zimbabwe. This new system will assist with career progression, succession and talent while supporting the group's retention strategy at all levels.

Despite the improved vote of 85% for the remuneration report at the previous AGM, the committee considers shareholder dialogue imperative. In 2017, members of the committee consulted with various shareholders on our remuneration policy. Overall, there was support for our incentive structures and level of transparency of our report. The committee will continue to evaluate and consider feedback by shareholders in future.

In line with King IVTM and the JSE Listings Requirements, the report is presented in three parts: this background statement (part 1), followed by the company-wide remuneration philosophy and policy with specific focus on the policy as it applies to executive management (part 2), and lastly implementation of the policy for the 12 months from 1 April 2017 to 31 March 2018 (part 3).

T Moyo
Chairman of the remuneration committee

12 July 2018

Part 2: Remuneration policy

Governance and the remuneration committee
Role of the committee

As a committee of the board, the committee assists in setting the company's remuneration policy as well as remuneration for directors and prescribed officers. It operates according to its approved terms of reference, published on the company website. For more detail on these terms of reference, refer to page 95 of the governance report.

Members

All members are non-executive directors, and the majority are independent as defined by King IVTM. The committee held four meetings in the period, with attendance shown on page 95.

The chief executive, chief financial officer and group human resources executive attend meetings by invitation to assist the committee in executing its mandate. Other members of executive management can be invited when appropriate. No executives participate in the voting process or are present at committee meetings when their own remuneration is considered.

The remuneration committee has appointed PwC as an independent advisers and is satisfied that they acted independently.

Terms of reference

Please refer to page 97.

Shareholder engagement

Shareholder engagement remains a focus area for the committee. In the event that our remuneration policy (in part 2) or implementation report (in part 3) are voted against by 25% or more of voting rights exercised by our shareholders, the committee will take the following steps as a minimum:

Fair and responsible pay

The committee is focused on responsible remuneration practices and strives for a fair, living wage for all employees by reviewing salaries and ensuring these remain competitive in the industry. Our industry faces many challenges and we recognise the need to retain our top talent to ensure a focused and driven effort to meet shareholder expectations.

The company continuously strives for fair and responsible pay by remaining sensitive to the wage differential between executive and lower-income employees in awarding annual salary increases. Accordingly, annual increases for lower-income employees this year exceeded inflation while increases awarded to executives and management employees were inflation-linked.

Our remuneration policy

In the remainder of this part, we summarise the company-wide remuneration policy and, as applicable, detail the policy as it applies to executive management. Our full remuneration policy can be viewed at www.ppc.co.za.

Company-wide remuneration policy – overview
OUR REMUNERATION POLICY
Ensure employees are rewarded fairly and appropriately
Attract, retain and motivate individuals with the necessary calibre and behaviour
Fixed pay
  • Basic pay
  • Retirement benefit
  • Other benefits

Appropriate to recruit and retain, but no in-built premium for performance.

Short-term incentives (STI)
  • Annual bonus plan

Aligned to company financial performance, strategic priorities and individual performance.

Long-term incentives (LTI)
  • Forfeitable share plan (currently used)
  • Share appreciation rights plan (not currently used but with outstanding awards)

Aligned to shareholder returns over the long term.


Maximum rewards are achieved only for high company and individual performance, in addition to high shareholder returns
Key principles of the remuneration policy

PPC recognises that one of its sources of competitive advantage is its highly skilled employees. To meet our business objectives, remuneration and reward policies and practices must support the following principles:

The policy conforms to King IV™ and is based on the following principles:

Elements of remuneration
Fixed/variable     Element     Definition     Applicable grades  
Fixed     Total guaranteed pay (TGP)     The fixed element of remuneration (TGP) includes salary, car allowance, retirement, life insurance and medical aid contributions.     Paterson grades
F4 – C5
 
  Base pay plus benefits     Base pay refers to the cash basic pay and excludes benefits. Benefits are over and above base pay and include the company contribution to medical aid, retirement fund and any other employer funded group benefits.     Paterson grades
C4 – A3
 
Variable     Short-term incentive (STI)     An annual STI is paid in cash and gives employees an incentive to achieve the company’s short and medium-term goals, with payment levels based on both company and individual performance, depending on the level of the employee.     All employees
Paterson grades
F4 – A3
 
  Long-term incentive (LTI)    

LTIs comprise instruments awarded under two plans:

  • Share appreciation rights (SARs) awarded under the PPC share appreciation right scheme (SAR scheme)
  • Forfeitable shares awarded under the PPC forfeitable share plan (FSP)

The committee retains the discretion to determine the award policy, using either or a combination of both plans. Where used for performance, vesting is subject to company performance vesting conditions. Where used for retention, continued employment is used as a vesting condition.

The current policy is to make awards under the FSP.

    Paterson grades F4 – C5 and C4 foremen and sales consultants  
Details on executive directors and prescribed officers
Package design

Our policy for executive directors and prescribed officers means a significant portion of remuneration received depends on company performance. In part 3, we show actual total pay outcomes for the 12 months ended 31 March 2018, while total pay opportunities for the chief executive, chief financial officer and prescribed officers (on average) under the following three performance scenarios are illustrated below:

CEO (R000) CEO (% of TGP) CFO (R000) CFO (% of TGP)
       
Prescribed officers (MDs) (R000) Prescribed officers (MDs) (% of TGP) Prescribed officers (company secretary)
(R000) Prescribed officers (company secretary)
(% of TGP)
* LTI includes indicative expected value of retention FSPs on grant date.
** LTI includes indicative expected value on grant date.
*** LTI includes indicative expected value on grant date assuming full vesting.
Overview of remuneration policy
Total gross package (TGP)

The company generally pays fixed remuneration at the relevant market median. Despite the company's March year-end, salaries are reviewed in September and annual increases effected on 1 October.

Monthly pay and benefits are targeted to be competitive for comparable roles in companies of similar complexity and size, taking cognisance of the performance and experience of the employee concerned. Market data is used to benchmark salary and benefits and to inform decisions on salary adjustments. Salary increases are not guaranteed and are adjusted annually at financial year-end based on market benchmarks, market inflation, company affordability, company performance and to address market anomalies.

Professional advisers appointed by the remuneration committee provide benchmark information. For executive directors, a peer group comprising listed companies is used to benchmark TGP.

Employee benefits

The following benefits are provided as part of TGP:

Employees who are not on TGP receive a fixed monthly basic cash salary component – base pay – and benefits in addition to base pay. Benefits include the company contribution to medical aid, retirement fund and any other employer funded group benefits.

Short-term incentives (STIs)
Purpose    

To reward employees for contributing to the company’s financial and strategic objectives. The STI scheme has been designed to be easy to understand, pay out fairly and be differentiated according to individual performance, while being linked to PPC’s overall financial performance.

 
Participation    

Employees participate in the STI with levels of participation and minimum qualifying targets (thresholds) varying by employee grade, and higher financial thresholds for senior executives.

 
Operation    

The STI scheme is measured over a one-year period, using the following formula:

Annual TGP/basic pay x STI maximum % x company performance % x individual performance %

The remuneration committee retains the right to vary the terms of the STI in special circumstances. For example, in previous years, this was applied pro rata across all participants to reduce the cost to company in line with lower than expected profits.

 
STI maximum percentage    

The STI limit varies by grade: for the chief executive officer (CEO), STI is capped at 140% of TGP, 120% of TGP for the chief financial officer (CFO) and a range of 110 – 90% of TGP for prescribed officers.

 
Company performance measures and percentages    

The same performance measures are used across the company, but with lower entry-level performance for junior staff. A combination of financial (70%) and non-financial (30%) business drivers is used. The current measures comprise normalised HEPS (20% weighting), EBITDA (30% weighting) and cash HEPS (20% weighting). The non-financial measures are weighted equally and comprise transformation: BBBEE compliance (10% weighting), sustainability: CO2 emissions (10% weighting) and safety: fatalities and LTIFR (10% weighting).

Company performance is measured against these targets. As targets for junior employees have lower entry levels, the bonus opportunity is commensurately higher. For executive directors and prescribed officers, the target ranges from 0% (threshold performance) to 150% (stretch performance).

No bonus is payable below threshold performance.

 
Personal performance measures and percentages    

Personal performance is measured through personal scorecards with objective and subjective measures, including financial and non-financial goals. They cover all aspects of an individual’s role that are important to creating value and sustainability.

Personal performance ranges depend on the grade. For executive directors and prescribed officers, this escalates from 50% (threshold) to 120% (stretch). A personal performance factor of below 50% will result in no bonus being payable, irrespective of the company performance outcome. Overall performance for executive directors and prescribed officers is expected to average 75% to 80%.

 
Changes in 2019    

Applicable performance measures are set for each financial year. No structural changes are envisaged for 2019.

 
Long-term incentives (LTIs)

The company has two LTIs in place, comprising the following instruments:

The committee regularly reviews the allocation mix between FSP and SARs awards. Currently the FSP is used, but there are outstanding SARs awards previously awarded.

Purpose    

To align share scheme participants with shareholders over the long term by making performance awards, with vesting subject to company performance conditions and continued employment, and to act as a retention tool by making retention awards, with vesting subject to continued employment.

 
Operation and instruments    

Annual awards are made. Currently, FSP awards are used and forfeitable shares are awarded. These are free shares with full voting and dividend rights from award date. The FSP comprises performance awards that are subject to forwardlooking performance conditions and retention awards.

Details on the allocation between these instruments are provided below.

 
Performance versus retention instruments    

For executive directors and prescribed officers, at least 75% and 50% respectively of the total LTI award should be performance-based.

The current mix between FSP performance and retention awards for executive directors and prescribed officers is shown below:

Level Retention FSP % Performance FSP %  
CEO 25 75  
CFO 25 75  
Prescribed officers (MDs) 25 75  
Prescribed officers (company secretary) 60 40  

Employees within 36 months of retirement will only receive retention FSPs.

 
Performance measurement    

Appropriately stretched performance conditions are set by the committee each time an award is made, measured over a three-year performance period. Please refer to part 3 for performance conditions and measurement used in 2018.

 
Vesting periods    

Awards of forfeitable shares (performance awards) vest after three years and are subject to both continued employment from the date of award and achievement of performance measures noted above. Retention awards under the FSP are subject to continued employment measured over a three-year period.

 
Dilution    

LTIs are not dilutive to shareholders as they can only be settled by purchasing shares in the market.

 
Changes in 2019    

Applicable performance measures are set for each financial year. No structural changes are envisaged for 2019.

 
BEE schemes

South African employees participated in a BBBEE scheme in 2008 and a second scheme in 2012. Certain directors and prescribed officers also participated in these schemes as detailed on page 116.

Employment contracts – executive directors

The remuneration committee, subject to circumstances, will maintain the following policy for executive directors' employment contracts:

Appointment of non-executive directors

Non-executive directors appointed during the year are subject to election by shareholders at the first shareholders' meeting following their appointment. These directors are also required to retire, according to the board rotation plan.

Non-executive director fees

The CEO recommends board fees to the remuneration committee for approval by the board. This recommendation follows input from independent advisers on benchmark studies based on the same comparator group used for executive directors' remuneration. PPC pays its non-executive directors a retainer fee (including attendance at all scheduled meetings) plus an attendance fee for special meetings beyond the scheduled number of meetings. The lead independent director fee is included in his board fee but he will be paid additional fees for his committee memberships and chairmanships.

Non-binding advisory vote on part 2

The remuneration policy will be subject to a non-binding advisory vote at the annual general meeting on 30 August 2018. The policy is reviewed annually and the opinions of shareholder are an important consideration during these reviews.

Part 3: Implementation of policies for the review period

Summary of remuneration activities/decisions

The main issues considered and approved by the remuneration committee for the 12 months ended 31 March 2018 included:

TGP adjustments (2018)

As noted, annual salary increases are effected in October, taking account of market benchmark movements and company affordability. Management employees including prescribed officers received an average increase of 5,01% while non-management employees received an average increase of 5,51%. The average increase across all employees was 5,47%.

STI outcomes 2018

The remuneration committee approved the full-year STI payment based on the company performance scorecard target outcomes below. Due to affordability, the committee adjusted the company performance score downwards by 18 percentage points for the South African operations.

Factor   Weight
%
  Threshold   Target   Result   Achievement
%
  Outcome
%
 
EBITDA   30   2 266   2 437   1 880   0   0,0  
Normalised HEPS   20   21   25   14   0   0,0  
Cash HEPS   20   90   106   95   31   6,2  
BEE roadmap   10   Level 4   Level 4   Level 3   150   15,0  
Sustainability   10   800kg
CO2/t clinker
  796kg
CO2/t clinker
  775kg
CO2/t clinker
  53   5,3  
Safety (LTIFR and fatalities)   10   0,32   0,3   0,25   150   15,0  
Total   100                   41,5  

STIs paid to executive directors and prescribed officers are shown below:

Name   STI
2018
R
  STI as % of
annual TGP
 
J Claassen   1 441 211   21,21  
T Ramano   1 352 405   27,63  
N Lekula   880 443   22,87  
M Ramafoko   640 831   20,00  
J Snyman   462 957   19,00  
LTIs

In line with the disclosure format recommended by King IVTM, the following information on LTIs is disclosed:

Further details appear in the table unvested LTI awards and cash value of settled awards on page 116.

LTIs awarded in 2018

LTIs awarded in 2018 were approved by the committee in 2017 but, due to the prolonged closed period, awards were only made on 29 March 2018. Executive directors and prescribed officers were awarded a mix of performance and retention shares.

The following performance targets, weighting and performance periods apply to FSPs awarded in 2018 and will be tested over a three-year period, beginning on 1 April 2017 and ending on 31 March 2020.

Performance conditions and weighting     Detail of performance conditions     Vesting profile     Peer group for testing
Relative TSR condition
 
  • Relative TSR against peer group median (40%)
  • Absolute TSR (60%)
   

Three-year relative TSR

  • Threshold – median of peer group
  • Stretch – upper quartile of peer group

Three-year relative TSR

  • Threshold – cost of equity
  • Stretch – cost of equity plus 6%

To mitigate market volatility in determining applicable values at the onset and at vesting, a 20-day smoothing period will be applied, using the TSR daily index for the 20 trading days up to and including the start date of the performance period and the average TSR daily index for the 20 trading days up to and including the end date of the performance period.

   

Below threshold – 0% vesting

At threshold – 30% vesting

Stretch – 100% vesting, with linear vesting between these levels

    INDI 25  

FSPs awarded in 2018, expressed as a % of TGP to executive directors and prescribed officers, are reflected below.

Name   FSP as % of
TGP
(face value)
  FSP as % of
TGP
(expected
value)
 
J Claassen   142   95  
T Ramano   105   70  
N Lekula   75   50  
M Ramafoko   47   35  
J Snyman   32   25  
LTIs vesting in 2018

FSP and SARs awards made in 2015 vested in 2018. These awards were made prior to the change in year-end and the performance period for the 2015 FSP performance awards and SARs awards ended on 30 September 2017. All FSP retention share awards for the 2015 allocation vested in the employees' names, while only 6,3% of the SARs 2015 awards vested for the same period. The SARs award strike price was R9,84. At date of vesting, the share price was R7,23, holding no value for participants at that date. However, participants have a three-year exercise period, ending 19 February 2021, to realise any value in the SARs awards, failing which it would lapse.

LTIs settled in 2018

Settlements under LTIs are detailed in the tables unvested LTI awards and cash value of settled awards on page 116.

Outstanding LTIs

Settlements under LTIs are detailed in the tables unvested LTI awards and cash value of settled awards on page 116.

Payments to outgoing CEO

PPC's outgoing CEO, Mr Darryll Castle, was on a five-year employment contract and his services terminated on 31 July 2017. At the time of his termination, Mr Castle had served 31 months of his 60-month contract. In terms of the contractual agreement, Mr Castle received an exit payment reflecting his pay for the remaining term of the contract and received an amount in respect of accrued leave. Mr Castle did not receive a short-term payment but retained some of his previously awarded long-term incentives. Full details appear on page 116.

Total remuneration outcomes

Total remuneration outcomes are illustrated below:

 
* Actual represents remuneration for the past 12 months whereas the policy remuneration scenario graphs reflect annual figures.
** Average TGP, including once-off benefits.
*** LTI represents the value per the single figure disclosure.
Remuneration paid to executive directors and prescribed officers for the 12 months ended 31 March 2018
All figures stated in R000 Salary Retirement
and medical
contributions
Car
allowance
Cash
incentive
Termination
payment
LTIP           
reflected(1,2,3,4)
Rights offer   
benefits(5)
Other Total single
figure of
remune-
ration
 
Executive directors                    
J Claassen(6,7) 3 140 591 300 1 441 907              893 7 272  
D Castle(9) 1 786 248               16 832 18 866  
T Ramano(10) 3 751 786 240 1 352 985              1 236 8 350  
Prescribed officers                    
N Lekula(10,12) 2 862 387 880 462              700 5 291  
J Snyman 2 041 260 117 463 381              5 3 267  
M Ramafoko(10,14,15) 1 743 311 367 641 469              681 4 212  
Remuneration paid to executive directors and prescribed officers for the 12 months ended 31 March 2017
All figures stated in R000 Salary Retirement
and medical
contributions
Car
allowance
Cash
incentive
Termination
payment
LTIP           
reflected(1,2,3,4)
Rights offer   
benefits(5)
Other Total single
figure of
remune-
ration
 
Executive directors                    
J Claassen(8) 2 633 497 300 728 293           259    8 4 718  
D Castle(8) 5 230 700 1 087           632    8 7 656  
T Ramano(11) 3 473 817 240 2 080           897    5 7 512  
Prescribed officers                    
N Lekula(13) 2 693 359 654 259           248    219 4 432  
J Snyman(8) 1 925 244 117 396 392           348    6 3 428  
M Ramafoko 1 582 263 367 70 389           313    10 2 994  
(1) FSPs without performance conditions awarded in August 2016 are included in the LTIP reflected for 2017 at the closing share price of R8,99 on the award date of 30 August 2016.
(2) FSPs without performance conditions awarded on 29 March 2018 are included in the LTIP reflected for 2018 at the closing share price of R7,85 on that date.
(3) The performance period of the 2015 SARs ended on 30 September 2017 and are included in the LTIP reflected for 2018 at zero as the shares are effectively underwater although 6,3% of the awards vested.
(4) The BEE 1 participation rights vested on 29 March 2018 and the value of the shares vesting in participants are included in the LTIP reflected for 2018.
(5) Participants in the FSP received rights in relation to the holding of forfeitable shares under the FSP as part of the rights offer in 2017. Dividend equivalents include proceeds from rights sold as well as the estimated proceeds from rights followed in relation to performance FSPs which has not yet been included in the single figure of remuneration (the latter was calculated as the difference between the theoretical ex-rights price of R5,83 and the rights offer price of R4,00).
(6) JT Claassen (previously a prescribed officer) was appointed as interim CEO in July 2017 and as permanent CEO in February 2018.
(7) “Other” includes a relieving allowance.
(8) “Other” includes sundry expenses relating to medical gap cover and executive holiday accommodation.
(9) DJ Castle resigned as CEO and from the board in July 2017. He received an exit package of R16 832 000 included in “Other” which consisted of notice pay, leave pay and a separation package.
(10) Due to the underperformance of the BEE 1 transaction, the Remco resolved to make ex gratia payments to certain participants of the Black Managers Trust which are included under “Other”.
(11) LTIP reflected also includes the value of the RSUs granted in 2013 with a performance period ended 30 September 2016.
(12) “Other” includes relieving allowance and leave payout.
(13) “Other” includes a relocation allowance paid in April 2016.
(14) M Ramafoko became a prescribed officer in February 2018.
(15) “Other” includes a relieving allowance.
Schedule of unvested LTIs and awards settled
Names End of
vesting
period
Opening
number
on 1 April
2016
Granted
during
2017
Forfeited/
lapsed
during
2017
Number
adjusted for
effect of
rights offer
during
2017
Settled
during
2017
Closing
number on
31 March
201
Cash value
of receipts
during
2017(16)
R
Closing
estimated
fair value
at
31 March
2017
R
Executive directors
J Claassen
Share appreciation rights (17,18,19)
08/08/2007 cash-settled 2010/08/08 40 000 40 000
17/09/2008 cash-settled 2011/09/17 24 000 24 000
25/09/2009 cash-settled 2012/09/25 26 000 26 000
29/05/2015 equity-settled 2018/02/19 148 800 148 800
30/08/2016 equity-settled 2019/08/30 209 400 105 373 314 773 1 025 406
Forfeitable shares – with performance conditions(20,21,22)
2014/02/18 2017/02/18 21 500 21 500 72 204
2016/08/30 2019/08/30 55 700 55 700 187 059 376 655
2018/03/29 2020/05/15
Forfeitable shares – without performance conditions(23,24)
2014/02/18 2017/02/18 33 353 33 353 112 010 225 540
2015/05/29 2018/02/19 23 900 23 900 80 264 161 617
2016/08/30 2019/08/30 33 400 33 400 112 168 225 857
2018/03/29 2020/05/15
BBBEE schemes(25)
BEE 2 2019/10/01 22 501 22 501
Total 563 705 2 015 075
D Castle(26)
Share appreciation rights(17,18,19)
29/05/2015 equity-settled 2018/02/19 2 333 652 2 333 652
30/08/2016 equity-settled 2019/08/30 775 800 390 395 1 166 195 3 799 004
Forfeitable shares – with performance conditions(20,21)
2016/08/30 2019/08/30 206 400 206 400 631 894 1 395 718
Forfeitable shares – without performance conditions(23,24)
2015/05/29 2018/02/19 125 150 125 150 383 147 846 289
2016/08/30 2019/08/30 123 900 123 900 379 320 837 837
Total 1 394 362 6 878 848
T Ramano
Share appreciation rights(17,18,19)
2013/09/30 cash-settled RSUs 2016/09/30 170 000 85 545 255 545 1 415 719
29/05/2015 equity-settled 2018/02/19 581 300 581 300
30/08/2016 equity-settled 2019/08/30 474 000 238 524 712 524 2 321 122
Forfeitable shares – with performance conditions(20,21,22)
2014/02/18 2017/02/18 128 700 128 700 453 285
2016/08/30 2019/08/30 126 100 126 100 444 128 852 713
2018/03/29 2020/05/15
Forfeitable shares – without performance conditions(23,24)
2015/05/29 2018/02/19 56 900 56 900 200 404 384 769
2016/08/30 2019/08/30 75 700 75 700 266 618 511 899
2018/03/29 2020/05/15
BBBEE schemes(25)
BEE 1 2018/03/23 335 249 335 249
BEE 2 2019/10/01 372 737 372 737
Total 2 780 154 4 070 504
Prescribed officers
N Lekula
Share appreciation rights(17,18,19)
08/08/2007 cash-settled 2010/08/08 38 000 38 000
17/09/2008 cash-settled 2011/09/17 30 000 30 000
25/09/2009 cash-settled 2012/09/25 24 000 24 000
29/05/2015 equity-settled 2018/02/19 126 200 126 200
30/08/2016 equity-settled 2019/08/30 184 600 92 894 277 494 903 966
Forfeitable shares – with performance conditions(20,21,22)
2014/02/18 2017/02/18 18 300 18 300 67 325
2016/08/30 2019/08/30 49 100 49 100 180 636 332 024
2018/03/29 2020/05/15
Forfeitable shares – without performance conditions(23,24)
2014/02/18 2017/02/18 11 000 11 000 40 468 74 384
2015/05/29 2018/02/19 20 300 - 20 300 74 683 137 273
2016/08/30 2019/08/30 29 500 29 500 108 529 199 485
2018/03/29 2020/05/15
BBBEE schemes(25)
BEE 1 2018/03/23 109 531 109 531
BEE 2 2019/10/01 220 634 220 634
Total 471 641 1 647 132
J Snyman
Share appreciation rights(17,18,19)
08/08/2007 cash-settled 2010/08/08 25 000 25 000
17/09/2008 cash-settled 2011/09/17 27 000 27 000
25/09/2009 cash-settled 2012/09/25 23 000 23 000
29/05/2015 equity-settled 2018/02/19 114 400 114 400
Forfeitable shares – with performance conditions(20,21,22)
2014/02/18 2017/02/18 15 100 15 100 58 695
2016/08/30 2019/08/30 74 500 74 500 289 587 503 784
2018/03/29 2020/05/15
Forfeitable shares – without performance conditions(23,24)
2014/02/18 2017/02/18 9 000 9 000 34 984 60 860
2015/05/29 2018/02/19 18 400 18 400 71 522 124 424
2016/08/30 2019/08/30 44 700 44 700 173 752 302 270
2018/03/29 2020/05/15
BBBEE schemes(25)
BEE 2 2019/10/01 18 167 18 167
Total 628 540 991 339
M Ramafoko
Share appreciation rights(17,19)
2015/05/29 equity-settled 54 100 54 100
Forfeitable shares – with performance conditions(20,21,22)
2014/02/18 2017/02/18 4 300 4 300 17 204
2016/08/30 2019/08/30 73 900 73 900 295 665 499 727
2018/03/29 2020/05/15
Forfeitable shares – without performance conditions(23,24)
2014/02/18 2017/02/18 6 000 6 000 24 005 40 573
2015/05/29 2018/02/19 13 000 13 000 52 011 87 909
2016/08/30 2019/08/30 44 300 44 300 177 239 299 565
2018/03/29 2020/05/15
BBBEE schemes(25)
BEE 1 2018/03/23 71 132 71 132
BEE 2 2019/10/01 107 994 107 994
Total 566 124 927 774
(16) Participants in the FSP received rights in relation to the holding of forfeitable shares under the FSP as part of the rights offer in 2017. The cash value of receipts includes proceeds from rights sold as well as the estimated proceeds from rights followed in relation to performance and retention FSPs (the latter was calculated as the difference between the theoretical ex-rights price of R5,83 and the rights offer price of R4,00).
(17) The 2007, 2008, 2009 and 2015 SARs have vested/is due to vest shortly after year-end. These awards are all underwater and therefore included at a zero estimated fair value.
(18) The 2016 SARs are included at an estimated fair value based on an indicative valuation of R3,72 (2017: R3,26) which includes an estimate of 100% (2017: 100%) of performance conditions being met.
(19) 6,3% of the 2015 SARs vested on 15 March 2018. Vesting was postponed due to the closed period.
(20) As the performance conditions have not been achieved, the 2014 performance FSPs were forfeited when the closed period ended on 15 March 2018 and therefore it is included at a zero fair value as at 31 March 2017.
(21) The 2016 FSPs with performance conditions are included at the 20-day VWAP of R7,53 (2017: R6,76) and an estimated 83% (2017: 100%) of performance conditions to be met.
(22) These FSPs were approved by the Remco on 15 May 2017 but could not be made due to the closed period – these were awarded on 29 March 2018 following the end of the closed period. The 2018 performance FSPs are included at the 20-day VWAP as at 31 March 2018 of R7,53 and an estimated 100% of performance conditions to be met.
(23) The FSPs without performance conditions are included at the 20-day VWAP of R6,76 as at 31 March 2017. The vesting of the 2014 FSPs without performance conditions were postponed until the end of the closed period arising resulting from the cautionary announcement ended on 15 March 2018.
(24) These FSPs were approved by the Remco on 15 May 2017 but could not be made due to the closed period – these were awarded on 29 March 2018 following the end of the closed period. The FSPs without performance conditions are included at the 20-day VWAP of R7,53 as at 31 March 2018.
(25) Both tranches of the BBBEE schemes’ fair value were estimated as zero as at 31 March 2017 and 31 March 2018 as these were underwater.
(26) Due to DJ Castle’s early exit, he forfeited part of his 2015 SARs, 2016 SARs, 2015 FSPs and 2016 FSPs without performance conditions. The balance of his 2016 FSPs without performance conditions vested early on 15 March 2018.

Names Granted
during
2018
Forfeited/
lapsed
during
2018
Settled
during
2018
Closing
number on
31 March
2018
Cash value
of receipts
during
2018
R
Closing
estimated
fair value
at
31 March
2018
R
Strike
price
R
Executive directors
J Claassen
Share appreciation rights (17,18,19)
08/08/2007 cash-settled 40 000 26,95
17/09/2008 cash-settled 24 000 18,97
25/09/2009 cash-settled 26 000 21,3
29/05/2015 equity-settled 139 426 9 374 9,84
30/08/2016 equity-settled 314 773 1 171 763 5,85
Forfeitable shares – with performance conditions(20,21,22)
2014/02/18 21 500 n/a
2016/08/30 55 700 346 788 n/a
2018/03/29 577 700 577 700 4 351 115 n/a
Forfeitable shares – without performance conditions(23,24)
2014/02/18 33 353 93 267 n/a
2015/05/29 23 900 —- 172 797 n/a
2016/08/30 33 400 251 562 n/a
2018/03/29 115 500 115 500 869 922 n/a
BBBEE schemes(25)
BEE 2 22 501 n/a
Total 266 064 6 991 150
D Castle(26)
Share appreciation rights(17,18,19)
29/05/2015 equity-settled 2 216 934 116 718 9,84
30/08/2016 equity-settled 988 027 178 168 - 663 242 5,85
Forfeitable shares – with performance conditions(20,21)
2016/08/30 206 400 n/a
Forfeitable shares – without performance conditions(23,24)
2015/05/29 25 794 99 356 473 928 n/a
2016/08/30 86 042 37 858 180 583 n/a
Total 654 511 663 242
T Ramano
Share appreciation rights(17,18,19)
2013/09/30 cash-settled RSUs 5,54
29/05/2015 equity-settled 544 678 36 622 9,84
30/08/2016 equity-settled 712 524 2 652 417 5,85
Forfeitable shares – with performance conditions(20,21,22)
2014/02/18 128 700 n/a
2016/08/30 126 100 785 098 n/a
2018/03/29 562 200 562 200 4 234 372 n/a
Forfeitable shares – without performance conditions(23,24)
2015/05/29 56 900 411 387 n/a
2016/08/30 75 700 570 156 n/a
2018/03/29 112 400 112 400 846 573 n/a
BBBEE schemes(25)
BEE 1 335 249 102 218 n/a
BEE 2 372 737 n/a
Total         513 605 9 088 618  
Prescribed officers
N Lekula
Share appreciation rights(17,18,19)
08/08/2007 cash-settled 38 000 26,95
17/09/2008 cash-settled 30 000 18,97
25/09/2009 cash-settled 24 000 21,3
29/05/2015 equity-settled 118 249 7 951 9,84
30/08/2016 equity-settled 277 494 1 032 990 5,85
Forfeitable shares – with performance conditions(20,21,22)
2014/02/18 18 300 n/a
2016/08/30 49 100 305 696 n/a
2018/03/29 273 000 273 000 2 056 179 n/a
Forfeitable shares – without performance conditions(23,24)
2014/02/18 11 000 79 530 n/a
2015/05/29 20 300 146 769 —- n/a
2016/08/30 29 500 222 188 n/a
2018/03/29 54 600 54 600 411 236 n/a
BBBEE schemes(25)
BEE 1 109 531 33 395 n/a
BEE 2 220 634 n/a
Total 259 694 4 028 288
J Snyman
Share appreciation rights(17,18,19)
08/08/2007 cash-settled 25 000 26,95
17/09/2008 cash-settled 27 000 18,97
25/09/2009 cash-settled 23 000 21,3
29/05/2015 equity-settled 107 193 7 207 9,84
Forfeitable shares – with performance conditions(20,21,22)
2014/02/18 15 100 n/a
2016/08/30 74 500 463 837 n/a
2018/03/29 53 900 53 900 405 963 n/a
Forfeitable shares – without performance conditions(23,24)
2014/02/18 9 000 65 070 n/a
2015/05/29 18 400 133 032 n/a
2016/08/30 44 700 336 671 n/a
2018/03/29 48 500 48 500 365 292 n/a
BBBEE schemes(25)
BEE 2 18 167 n/a
Total 198 102 1 571 763
M Ramafoko
Share appreciation rights(17,19)
2015/05/29 equity-settled 50 692 3 408 9,84
Forfeitable shares – with performance conditions(20,21,22)
2014/02/18 4 300 n/a
2016/08/30 73 900 460 101 n/a
2018/03/29 95 000 95 000 715 520 n/a
Forfeitable shares – without performance conditions(23,24)
2014/02/18 6 000 43 380 n/a
2015/05/29 13 000 93 990 n/a
2016/08/30 44 300 333 658 n/a
2018/03/29 57 000 57 000 429 312 n/a
BBBEE schemes(25)
BEE 1 71 132 21 690 n/a
BEE 2 107 994 n/a
Total 159 060 1 938 592
(16) Participants in the FSP received rights in relation to the holding of forfeitable shares under the FSP as part of the rights offer in 2017. The cash value of receipts includes proceeds from rights sold as well as the estimated proceeds from rights followed in relation to performance and retention FSPs (the latter was calculated as the difference between the theoretical ex-rights price of R5,83 and the rights offer price of R4,00).
(17) The 2007, 2008, 2009 and 2015 SARs have vested/is due to vest shortly after year-end. These awards are all underwater and therefore included at a zero estimated fair value.
(18) The 2016 SARs are included at an estimated fair value based on an indicative valuation of R3,72 (2017: R3,26) which includes an estimate of 100% (2017: 100%) of performance conditions being met.
(19) 6,3% of the 2015 SARs vested on 15 March 2018. Vesting was postponed due to the closed period.
(20) As the performance conditions have not been achieved, the 2014 performance FSPs were forfeited when the closed period ended on 15 March 2018 and therefore it is included at a zero fair value as at 31 March 2017.
(21) The 2016 FSPs with performance conditions are included at the 20-day VWAP of R7,53 (2017: R6,76) and an estimated 83% (2017: 100%) of performance conditions to be met.
(22) These FSPs were approved by the Remco on 15 May 2017 but could not be made due to the closed period – these were awarded on 29 March 2018 following the end of the closed period. The 2018 performance FSPs are included at the 20-day VWAP as at 31 March 2018 of R7,53 and an estimated 100% of performance conditions to be met.
(23) The FSPs without performance conditions are included at the 20-day VWAP of R6,76 as at 31 March 2017. The vesting of the 2014 FSPs without performance conditions were postponed until the end of the closed period arising resulting from the cautionary announcement ended on 15 March 2018.
(24) These FSPs were approved by the Remco on 15 May 2017 but could not be made due to the closed period – these were awarded on 29 March 2018 following the end of the closed period. The FSPs without performance conditions are included at the 20-day VWAP of R7,53 as at 31 March 2018.
(25) Both tranches of the BBBEE schemes’ fair value were estimated as zero as at 31 March 2017 and 31 March 2018 as these were underwater.
(26) Due to DJ Castle’s early exit, he forfeited part of his 2015 SARs, 2016 SARs, 2015 FSPs and 2016 FSPs without performance conditions. The balance of his 2016 FSPs without performance conditions vested early on 15 March 2018.
Increase in non-executive directors’ fees

No increases are proposed for non-executive directors’ fees. Please refer to the notice of AGM, which details proposed board fees for 2019.

Total emoluments to non-executive directors for the 12 months to 31 March 2018
Remuneration paid to non-executive directors

For the year ended March 2018

      Committee      
  Board
fees
R000
Chairman
fees
R000
Nomi-
nations
R000
Audit
R000
Risk and
compliance
R000
Remune-
ration
R000
Social and
ethics
R000
Investment
R000
Special
meetings
R00
Total
R000
 
A Ball(a) 24 24  
S Dakile-Hlongwane 282 99 190 571  
D Earp(b)  
N Gobodo 282 36 134 103 317 872  
N Goldin 282 134 99 99 641 1 255  
T Leaf-Wright 282 201 99 99 661 1 342  
T Mboweni(c) 68 17 48 133  
S Mhlarhi(d) 258 30 91 91 664 1 134  
N Mkhondo(e) 24 24  
J Moleketi(f) 98 98  
T Moyo 282 71 134 201 326 1 014  
C Naude 282 99 99 201 683 1 364  
P Nelson(g) 2 310 2 310  
T Ross(h) 366 265 99 99 641 1 470  
  2 432 2 408 154 667 399 490 349 589 4 123 11 611  
(a) Appointed 2 March 2018.
(b) Appointed 15 January 2018 and resigned 2 March 2018.
(c) Resigned 18 July 2018.
(d) Resigned 2 March 2018.
(e) Appointed 2 March 2018.
(f) Appointed 2 March 2018.
(g) Resigned 2 March 2018.
(h) Resigned 9 April 2018.
Total emoluments to non-executive directors for the 12 months to 31 March 2017
      Committee      
  Board
fees
R000
Chairman
fees
R000
Nomi-
nations
R000
Audit
R000
Risk and
compliance
R000
Remune-
ration
R000
Social and
ethics
R000
Investment
R000
Special
meetings
R00
Total
R000
 
S Dakile-Hlongwane 253 36 277 566  
N Gobodo(1) 68 32 100  
N Goldin 253 64 95 139 316 867  
T Leaf-Wright 253 95 83 139 424 994  
T Mboweni 236 177 169 104 686  
S Mhlarhi 253 115 119 281 768  
B Modise(2) 135 112 145 278 670  
T Moyo 253 100 168 153 404 1 078  
C Naude 253 95 95 281 420 1 144  
P Nelson 1 291 179 95 543 2 108  
T Ross 329 286 83 163 426 1 287  
  2 286 1 291 456 662 418 553 288 841 3 473 10 268  
(1) Appointed 8 February 2017.
(2) Resigned effective 31 October 2016.
Interests of executive directors and prescribed officers in share capital

The aggregate direct beneficial holdings of directors and their immediate families (none of whom holds over 1%) in the issued ordinary shares of the company are detailed below. There are indirect holdings by directors and their immediate families.

Name     Number of shares as at
31 March 20
 
J Claassen     30 629  
T Ramano     469 222  
N Lekula     168 242  
M Ramafoko     11 775  
J Snyman      
Interests of directors and prescribed officers in BBBEE schemes

In 2008, in terms of the company’s first BBBEE transaction, certain executive directors and prescribed officers were granted participation rights in the loanfunded Black Managers Trust which owns shares that are subject to vesting conditions and a lock-in period restricting transferability. This expired on 15 December 2016. Residual shares after settling outstanding debt obligations vested in the participants’ names in March 2018.

In the 2013 financial year, after implementing PPC’s second BBBEE transaction, executive directors and prescribed officers were among South African employees granted participation rights in a notional loan-funded trust owning shares that are subject to vesting conditions and a lock-in period restricting transferability. This expires in September 2019. The participation rights held by executive directors and prescribed officers were as follows:

Name   BEE 1     BMT vesting of
residual shares
    BEE  
Executive directors                  
J Claassen           22 501  
T Ramano   335 249     14 190     372 737  
Prescribed officers                  
N Lekula   109 531     4 636     220 634  
M Ramafoko   71 132     3 011     107 994  
J Snyman           18 167  
Non-binding advisory vote on part 3

The implementation report will be subject to a non-binding advisory vote at the annual general meeting on 30 August 2018.