20
22

Tiger Brands Limited

Annual Financial Statements

Annexures

Annexure C

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DIRECTORS' EMOLUMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022

Table of directors' emoluments for the year ended 30 September 2022

  GROUP
(R’000) Fees Cash
salary
Bonus Other
benefits
Retirement
fund
contributions
Gains on
options
exercised
Total
2022
Executive directors              
NP Doyle 8 878 1 455 10 333
DS Sita 5 938 909 245 330 7 422
Total A 14 816 909 245 1 785 17 755
Non-executive directors**              
MO Ajukwu 1 563 1 563
FNJ Braeken1 992 992
MJ Bowman2 340 340
CH Fernandez 991 991
GJ Fraser-Moleketi 2 143 2 143
GA Klintworth 1 506 1 506
M Makanjee3 188 188
TE Mashilwane 733 733
M Sello 1 081 1 081
LA Swartz4 143 143
OM Weber 1 628 1 628
DG Wilson 875 875
Total B 12 183 12 183
Total A + B 12 183 14 816 909 245 1 785 29 938
Aggregated details of remuneration paid to members of the executive committee, excluding executive directors above, are set out hereunder              
Total 43 123 10 658* 3 061 2 631 708 60 181
1 FNJ Braeken appointed 1 April 2022.
2 MJ Bowman retired 16 February 2022.
3 M Makanjee retired 31 December 2021.
4 LA Swartz appointed 1 June 2022.
* During the year certain executive committee members were paid retention bonuses. An upfront payment is made with a two-year lock-in provision. Total of retention bonuses paid in 2022 amounts to R24,1 million, total expenses in employee costs amounts to R10,0 million and total prepayment amounts to R14,1 million. Further to the retention bonuses, any other bonuses are disclosed to the extent that they have been paid.
** The fees to non-executive directors exclude VAT. Includes Special Audit – External Audit RFP.

Table of directors' emoluments for the year ended 30 September 2021

  GROUP
(R’000) Fees Cash
salary
Bonus* Other
benefits
Retirement
fund
contributions
Total
2021
Executive directors            
NP Doyle 8 591 1 409 10 000
DS Sita1 4 957 909 228 335 6 429
Total A 13 548 909 228 1 744 16 429
Non-executive directors**            
MO Ajukwu 1 460 1 460
MJ Bowman 754 754
I Burton2 442 442
GJ Fraser-Moleketi3 1 713 1 713
CH Fernandez 1 028 1 028
GA Klintworth 1 345 1 345
M Makanjee 799 799
TE Mashilwane 713 713
Dr KDK Mokhele4 519 519
MP Nyama5 346 346
M Sello 909 909
OM Weber 1 440 1 440
DG Wilson 868 868
Total B 12 336 12 336
Total A + B 12 336 13 548 909 228 1 744 28 765
Aggregated details of remuneration paid to members of the executive committee, excluding executive directors above, are set out hereunder            
Total 40 787 303 2 616 2 394 46 100
1 DS Sita appointed on 1 October 2020.
2 I Burton resigned on 24 June 2021.
3 GJ Fraser-Moleketi for FY21, chairman from 1 January 2021 to 30 September 2021.
4 Dr KDK Mokhele retired on 31 December 2020. During the year, served as chairman from 1 October 2020 to 31 December 2020.
5 MP Nyama retired on 17 February 2021.
* Certain executive committee members are paid sign-on bonuses. An upfront payment is made with a two-year lock-in provision. Total of sign-on bonuses paid in 2021 amounts to R4,2 million, total expenses in employee costs amounts to R1,2 million and total prepayment amounts to R3,0 million.
** The fees to non-executive directors exclude VAT.

Tiger Brands Limited 2013 Share Plan

Executive directors

Details of share appreciation rights allocated to executive directors under this plan at 30 September 2022 are set out below:

Name Date
of grant
Holding at
1 October
2021
Forfeited
2022
Holding at
30 September
2022
Number of
options
vested at
30 September
2022
Number of
options
subject to
performance
targets and
retention
Grant price 
(Rand)
NP Doyle Dec-18 56 688 18 895 37 793 37 793 254,8
  Dec-17 32 866 16 432 16 434 16 434 385,3
  Dec-16 12 112 12 112 368,1
Total   101 666 47 439 54 227 54 227  

Details of performance shares awarded to executive directors under the Tiger Brands Limited 2013 Share Plan as at 30 September 2022 appear below:

Name Date
of grant
Holding at
1 October
2021
Granted
2022
Holding at
30 September
2022
Number of
options
vested at
30 September
2022
Number of
options
subject to
performance
targets and
retention
10-day VWAP
share price
on grant date
NP Doyle Dec-21 69 700 69 700 69 700 182,0
  Dec-20 59 930 59 930 59 930 203,5
  Sep-20 65 880 65 880 65 880 178,2
Total   125 810 69 700 195 510   195 510  
DS Sita Dec-21 9 220 9 220 9 220 182,0
  Dec-20 31 680 31 680 31 680 203,5
Total   31 680 9 220 40 900 40 900  

Details of restricted shares awarded to executive directors under the Tiger Brands Limited 2013 Share Plan as at 30 September 2022 appear below:

Name Date
of grant
Holding at
1 October
2021
Granted
2022
Holding at
30 September
2022
Number of
options
vested at
30 September
2022
Number of
options
subject to
performance
targets and
retention
10-day VWAP
share price
on grant date
DS Sita Dec-21 72 540 72 540   72 540 182,0
Total   72 540 72 540   72 540  

Executive committee members (excluding executive directors)

Aggregated details of share appreciation rights allocated to members of the executive committee, other than executive directors above, as at 30 September 2022, are set out below:

Total
for FY
Date
of grant
Holding at
1 October
2021
Forfeited
2022
Holding at
30 September
2022
Number of
options
vested at
30 September
2022
Number of
options
subject to
performance
targets and
retention
Grant price 
(Rand)
2019 Dec-18 188 683 101 014 87 669 87 669 254,8
2018 Dec-17 18 327 10 521 7 806 7 806 385,3
2017 Dec-16 10 954 10 954 368,1

Aggregated details of performance shares awarded to members of the executive committee, other than executive directors above, as at 30 September 2022, are set out below:

Total
for FY
Date
of grant
Holding at
1 October
2021
Granted
2022
Forfeited
2022
Holding at
30 September
2022
Number of
options
vested at
30 September
2022
Number of
options
subject to
performance
targets and
retention
10-day VWAP
share price
on grant date
2022 Dec-21 107 320 5 280 102 040 102 040 182,0
2021* Dec-20 112 120 40 517 71 603 71 603 203,5
2020 Sep-20 104 446 22 110 82 336 82 336 178,2
2020 Mar-20 47 220 47 220 47 220 172,4
* The difference in the holding at 1 October 2021 relates to performance shares which had been awarded in prior financial years to an employee.

Aggregated details of restricted shares granted to members of the executive committee, other than executive directors above, as at 30 September 2022:

Total
for FY
Date
of grant
Holding at
1 October
2021
Granted
2022
Exercised
2022
Forfeited
2022
Holding at
30 September
2022
Number of
options
vested at
30 September
2022
Number of
options
subject to
performance
targets and
retention
10-day VWAP
share price
on grant date
2022 Various 107 010 15 830 91 180 91 180 182,0
2021 Various 2 250 2 250 2 250 203,5
2020 Various 42 081 42 081 178,2

The difference in the holding at 1 October 2021 relates to restricted shares which had been granted in prior financial years to an employee who had been appointed to the executive committee in 2022.