REMUNERATION AND PERFORMANCE
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SECTION 1: BACKGROUND STATEMENT
Statement from the chairman of the remuneration committee
On behalf of the remuneration committee (the committee), I am pleased to present the 2022 remuneration report which, in compliance with best practice reporting as recommended by the King IV™* Report on Corporate Governance for South Africa (King IV™), highlights:
- Key components of our remuneration policy
- Alignment of our remuneration policy with Tiger Brands’ business strategy and priorities
- Implementation of the policy for the year ended 30 September 2022 (FY22).
This year, the Tiger Brands executive leadership team has effectively led the execution of our six strategic priorities to improve business performance, and drive growth and innovation while proactively navigating prevailing market conditions.
Our remuneration outcomes
In line with our people strategy, enhancements were made to the remuneration strategy, including ensuring further alignment of critical business key performance indicators (KPIs) to measure and reward performance against our strategy. The remuneration committee approved the implementation of a revised short-term incentive (STI) scorecard that drives the achievement of KPIs, while maintaining a healthy balance between financial, strategic and sustainability outcomes.
As a result of historically high turnover of executive committee members, many years of no STI payments, and limited long-term incentive plan (LTIP) vesting, the retention risk of executive committee members had increased, presenting a knock-on effect to the stability of the CEO’s strategic and operational support team. To this end, there was a business need to provide executive committee members with a value proposition to continue driving the turnaround strategy, especially since there are signs of traction and improved momentum. Motivated by the CEO, the remuneration committee has thus approved retention awards for executive committee members, (excluding the CEO). This was a once-off award intended to retain executives, rather than reward performance, and is deemed to be in the long-term interest of the company. The awards are in line with the company’s retention policy; the various forms are explained in detail in the implementation report.
Looking ahead, the remuneration committee approved the inclusion of certain ESG metrics in the FY23 STI scorecard in line with Tiger Brands’ sustainable future strategy and associated targets (see further details here).
Shareholder voting outcomes
The remuneration committee maintains strong relationships with stakeholders and strives towards high standards of disclosure to ensure that there is a clear understanding of our remuneration policy and practices.
The non-binding advisory votes by shareholders over the last three years are summarised below
|% vote in favour||February
The remuneration committee is committed to shareholder engagement and will take the following steps if 25% or more of total votes exercised by shareholders at the upcoming AGM are against the remuneration policy or implementation report:
- Tiger Brands will issue a SENS announcement requesting shareholders to appropriately engage on their specific concerns and will seek to actively engage with dissenting shareholders by inviting them to one-on-one meetings, where necessary
- Tiger Brands will consider shareholder concerns and report on the outcome of the engagements and measures taken, in its next integrated report.
While the voting outcomes on the remuneration policy and the implementation report have been positive over the last three years, the remuneration committee chairman, the chief human resources officer (CHRO) and investor relations proactively conducted a series of engagements with key shareholders on the following matters:
|1.||Retention awards to executive committee members, excluding the CEO granted in FY22|
|2.||Best practice in terms of incorporating ESG metrics into executive reward|
|3.||Best practice with regards to minimum shareholding requirements|
|4.||Best practice in terms of LTIP performance conditions, targets and structure|
Key focus areas, objectives, and activities for FY22
In FY22 the committee undertook the following activities:
- Reviewed the peer comparator group for the purposes of non-executive director and executive remuneration benchmarking
- Benchmarked the appropriateness of the LTIP performance conditions, targets and structure
- Approved the wage negotiation mandate for bargaining unit employees
- Approved the salary increase mandate for employees on total remuneration packages (TRP)
- Approved the remuneration for executive directors and executive committee members
- Approved the STI and LTIP performance conditions, targets, and weightings in respect of FY23
- Embedded the STI integrated scorecard and LTIP scheme to align behaviours with business objectives, shareholder interests and drive winning performance
- Recommended for approval to the board non-executive directors’ (NEDs) fee increases
- Approved the implementation of measures to address identified historical pay disparities.
Focus areas for FY23
- Embedding the STI integrated scorecard and LTIP scheme to align behaviours with business objectives, shareholder interests and drive winning performance
- Benchmarking the total reward of the CEO and CFO against a comparator group of JSE-listed companies
- Benchmarking total reward of the executive directors and senior management against market data obtained from the REMchannel remuneration survey
- Benchmarking NED fees against a comparator group of JSE listed companies
- Incentivising performance more tangibly through the STI and sales incentive schemes. The sales incentive scheme was implemented in FY22 and targeted at sales representatives and regional customer operations managers. The objective is to drive an increase in sales
- Continuously address identified pay inequities during the annual salary review process by allocating a separate income disparity budget to address the inequities
- Continuing to review our reward
mechanisms and practices with a
view to introducing innovative reward
» Drive winning performance
» Attract, retain, and motivate key and critical talent, core, and leadership capabilities
» Embed the recognition platform and practices that improve the way we recognise execution excellence, agility and consumer-obsession.
External advice provided to the committee in FY22
In reviewing our remuneration offering to ensure that it is competitive, fair, transparent, and responsible, we enlisted the services of PwC South Africa to assist us with benchmarks relating to remuneration of executive directors and non-executive directors, incentive scheme market practice, remuneration trends and survey data. KPMG are engaged annually for the purpose of auditing STI payments, while EY provide services to assist with the review of the single total figure of remuneration table here. The committee is satisfied that PwC South Africa, KPMG and EY are independent and remained objective in providing these services.
Voting at the Annual General Meeting (AGM)
As required by King IVTM, the remuneration policy and implementation report that follow, will be tabled for separate non-binding advisory votes by shareholders at the upcoming AGM in February 2023. As required by the Companies Act, non-executive directors’ fees for the coming year will be put to shareholders by way of a special resolution.
Achievement of policy objectives
On behalf of the committee, I am satisfied that the remuneration policy is appropriate, and I am confident that our remuneration policy has achieved the desired outcomes for FY22 and is aligned with the company’s strategic goals. The remuneration disclosures presented in this report have been made in compliance with the remuneration policy as approved by shareholders. No known deviations from the remuneration policy have been made in the current financial year, other than the retention awards made to the executive committee, excluding the CEO.
Chairman – Remuneration committee
1 December 2022
SECTION 2: OVERVIEW OF REMUNERATION POLICY
The membership of the Tiger Brands remuneration committee consists of a minimum of three non-executive directors, the majority of whom are independent. The CEO is a permanent invitee to all meetings and other executives may attend the meetings by invitation.
The CEO and nominated invitees are not present when matters relating to their own remuneration are discussed. The group company secretary is the secretary of the committee.
The committee meets four times a year and, where necessary, additional meetings may be held.
As documented in the remuneration committee terms of reference the duties and responsibilities of the committee are:
- Remuneration governance
- Executive and senior management remuneration and performance
- Non-executive director remuneration.
The terms of reference are reviewed annually.
Fair and responsible remuneration
Tiger Brands is committed to a total reward offering built on a strong foundation of fair and responsible pay that is linked to our remuneration philosophy of pay-for-performance. Salaries are benchmarked annually against the REMchannel salary survey to ensure that people are remunerated fairly and in line with market practices. We follow a job grading methodology that is consistent and provides a fair and accurate job grade, which allows for proper salary benchmarking.
We also use a pay progression model to fairly reward employees based on performance and market positioning that enables the management of employees who are significantly below and above market rates.
Pay inequities are assessed and adjusted during the annual reward review process. Employees whose annual TRP are below the minimum pay scale are assessed and salaries adjusted in line with the income disparity mandate. This salary adjustment is generally capped at a predetermined percentage to limit exorbitant increases. Specific focus is given to ACI, female and employees in roles that require scarce and critical skills.
Tiger Brands’ remuneration strategy
The remuneration strategy is aligned with the Tiger Brands’ people strategy, which is geared to enable the execution of the business strategy and accelerate business performance.
Our remuneration principles have been designed to support the execution of the people strategy and are premised on our belief that great people and great brands are at the core of our success. Our reward framework is holistic, encompassing the financial elements of reward, as well as non-financial aspects such as recognition, development, the work environment, culture and challenging work.
Our remuneration policy has the following key objectives:
- Strengthen our ability to competitively attract and retain talent to enable the execution of our strategy
- Align Tiger Brands’ annual and long-term performance to the delivery of the strategy
- Align Tiger Brands’ reward structures with shareholder interests
- Implementation of minimum shareholding requirements
- Motivate and stimulate high performance across Tiger Brands through competitive short and long-term incentives
- Ensure fair and responsible pay
- Ensure that reward mechanisms are simple and provide line of sight to all employees.
We have summarised below the various remuneration elements (guaranteed package, short-term incentive and long-term incentive) that Tiger Brands offers at different levels of employment (excluding bargaining unit employees):
|TRP employees||All inclusive salary package plus annual STI based on performance. LTIP applicable to grades D and above.|
|Anchor point||Tiger Brands has anchored its current fixed pay position at the 65th percentile of the national market. We aspire to achieve a normal distribution around the anchor point based on individual performance, talent/potential, experience and in certain instances, tenure. It is important to note that guaranteed packages are not automatically adjusted to the anchor point. The performance-based increases granted in the organisation (including those for executive directors and executive committee members) are managed within the overall salary increase budget and the pay progression model as discussed below.|
|Benefits||Benefits include retirement fund contributions, funeral cover, permanent health insurance, death-in-service cover, medical aid contributions and travel allowances (where applicable).|
Guaranteed package (excluding bargaining unit employees)
Guaranteed package (GP) offered to people on a total remuneration package basis (TRP) comprises base pay, allowances, retirement and medical benefits. It is reviewed annually based on personal performance (KPIs linked to individual performance agreements (IPA) for each TRP employee which is agreed to at the commencement of every year), business performance (linked to budget), behaviours aligned with company values and market competitiveness (national and sector benchmarks).
Benchmarking for executive directors and non-executive directors is based on a comparator group of companies and is reviewed on a bi-annual basis. The comparator group is determined using the closeness metric formula. This closeness metric is constructed to measure how similar a candidate company is to the company and is based on:
- Total assets
- Earnings before interest, tax, depreciation and amortisation (EBITDA).
The comparator group for 2022 has changed from 2021 to include more manufacturing and food companies, which are more relevant to our industry.
Companies included in the 2022 comparator group comprise:
|Factor||Executive directors||Rest of Exco, senior management and below|
|Survey type||Bespoke survey
Public data of South African companies listed on the JSE, based on the closeness metric is used to determine an appropriate comparator group
|Comparator group*||The Foschini Group
KAP Industrials Holdings
Mr Price Group
Pick n Pay Stores
|National and consumer goods
|2021 comparator group:|
|Factor||Executive directors||Rest of Exco, senior management and below|
|Survey type||Bespoke survey
Public data of South African companies listed on the JSE, based on the closeness metric is used to determine an appropriate peer group
|Comparator group*||Aspen Pharmacare Ltd
Clicks Group Ltd
Distell Group Ltd
|Imperial Holdings Ltd
Massmart Holdings Ltd
Mr Price Group Ltd
Pick n Pay Stores Ltd
|RCL Foods Ltd
The Spar Group Ltd
Woolworths Holdings Ltd
|National and consumer goods circles|
Description and link to strategy
The primary intention of the STI is to improve business performance by focusing participants’ attention on annual key financial, strategic, functional and personal performance objectives (KPIs based on a balanced scorecard), which are aligned with the long-term business strategy for sustainable value creation. This drives high performance by explicitly creating line of sight in linking group, business unit and individual performance.
- All permanent employees on a guaranteed package in Paterson grades CU and above, are eligible to participate
- The STI is paid annually in cash to qualifying people who are employed by the organisation on the payment date
- The on-target percentage (as a percentage of guaranteed package) is benchmarked against the South African market to ensure we are aligned with market best practice. The STI payment is based on affordability and on achieving the defined objectives
- The STI outcomes are determined
based on a multiple of the on-target
STI, which comprises three
performance factors, reflecting the
three dimensions of performance that
is expected from employees:
» A group performance factor focused on group financial and non-financial metrics
» A business unit performance factor focused on business unit financial and non-financial metrics
» An individual performance factor focused on individual performance objectives and allows for differentiation in rewarding high performers.
Payment of an STI is subject to the overriding condition that the group/business unit meets or exceeds the agreed entry threshold in respect of its earnings before interest and tax (EBIT).
Pre-determined weightings will be applied to each of the performance factors. In respect of the individual performance factor, participants will be rated on a rating scale ranging from 1 (poor performer) to 5 (exceptional performer). The remuneration committee has final discretion over the approval of STI payments.
In FY23 the following ranges of STI awards will apply to the various categories of people covered by this report:
|CEO, CFO, and executive directors||60||200|
|Executive committee members||60||200|
|Other participants (Paterson grades CU to E band)||8,5 to 50||200|
Group and business unit performance factors
The underlying values and weightings for each KPI are set and approved by the remuneration committee in advance of each year to determine parameters for the STI in the form of a balanced scorecard. Below is the group STI scorecard for FY23 that will be applied to the CEO, CFO, executive directors, executive committee members and other participants:
score = 50%
score = 100%
score = 200%
|Growth1, 2||57,5%||Sales volume growth||5%||92%||100%||150%|
|FY23 Innovation NS delivery||5%||90%||100%||120%|
|FY24 to FY26 Innovation pipeline value||93%||100%||114%|
|Efficiency1, 2||10%||Overall equipment
(factor in waste)
|5%||Improvement in overall equipment effectiveness year-on-year|
|5%||Continuous Improvement (Rm)|
|People and sustainability1||32,5%||Quality||10%||Reduction in complaints year-on-year|
|Safety (LTIFR)||10%||Reduction in lost time injuries year-on-year|
|Time to fill||7,5%||122%||100%||78%|
|1||The actual targets have not been provided as they are linked to budget and considered commercially sensitive information.|
|2||For each of the key performance indicators within growth and efficiency, the targeted percentages for “threshold”, “on-target” and “stretch” represent the targeted percentage achievement of the underlying budgeted amounts.|
The group, business unit and individual performance weightings applicable to the various employee categories are detailed below:
|Employee category||Group||Business unit||Individual|
|CEO, CFO and executive directors||80%||0%||20%|
|Executive committee members||80%||0%||20%|
|Other participants (Paterson grades CU to E band)||0% to 40%||40% to 80%||20%|
Long-term incentive plan
The LTIP is aligned to our reward approach and operating model, taking into consideration the following principles:
- Strengthen our ability to competitively attract and retain talent to enable the execution of our business strategy
- Align Tiger Brands’ leadership performance to our long-term strategy and, in particular, to unleashing the power of our people objective.
Employees in Paterson grade D and above may be eligible to participate in the annual awards of the LTIP.
The table below provides further details regarding the performance shares (conditional rights to shares) and restricted shares (conditional rights) awarded under the LTIP:
|Instrument||Performance shares||Restricted shares|
Executive committee members
Senior management and below
10,6% – 27,7%
Executive committee members
Senior management and below
8,2% – 22,9%
|Frequency of awards||
|Calculation of award quantum||
|Performance conditions applicable to performance shares||
HEPS growth (weighted at 50%):
The HEPS calculation is performed on an annual compound basis over the three-year vesting period.
Linear vesting to apply between threshold and stretch.
ROIC – (weighted at 50%):
The measurement will be the average ROIC over the three-year vesting period.
Linear vesting to apply between threshold and stretch.
|Share price||Based on the volume-weighted average price (VWAP) for a Tiger Brands share calculated for the 10-trading day period ending immediately prior to the date of award/grant.||Based on the volume-weighted average price (VWAP) for a Tiger Brands share calculated for the 10-trading day period ending immediately prior to the date of award/grant.|
Historical LTIP information
The following LTIP instruments were discontinued. However, eligible employees still have exposure to these instruments through previous allocations, which include:
- Restricted shares issued as bonusmatching shares (full value shares with a three-year vesting period, no performance criteria). The last grant of bonus-matching shares was made on 6 December 2018. These shares have been settled in FY22.
- Share appreciations rights (SARs). The last allocation of SARs was made on 5 June 2019. The SARs vest over a five-year period, subject to the achievement of the applicable vesting criteria, namely real HEPS growth (50%) and ROIC (50%). The performance measurement of the last tranche of SARs will be performed in FY24.
The following two schemes were established as part of the company’s black empowerment strategy:
- Tiger Brands Black Managers Trust
» Established in 2005 to attract and retain diverse talent
» Rights allocated – Tiger Brands shares. Rights are settled after making the required capital contributions to BMT I. For all rights allocated on or before 31 July 2010, settlement may take place at any time after the initial lock-in period, ie, from 1 January 2015. For all rights allocated after 31 July 2010, the lock-in date varies depending on the date of allocation. Periodically, new allocations are made to new joiners and top-up allocations are made to existing participants promoted to higher grades out of shares that may become available as a consequence of forfeitures
» The scheme made its final allocation in August 2022
- Thusani Trust
» Established in 2005 as part of the company’s BEE phase I empowerment initiative. The trust’s resources were enhanced in 2009 under the company’s BEE phase II transaction
» The trust provides bursaries for tertiary education to dependants of permanently employed black people who might not otherwise be able to afford this cost.
The maximum aggregate number of shares that may be acquired by participants under the LTIP scheme and any other share plan may not exceed 5,5 million shares, and for any one participant 550 000 shares. In determining these limits, shares acquired through the JSE and transferred to participants are not considered. At 30 September 2022, the aggregate number of shares that may be acquired by participants under the various schemes was 2 557 731 (2021: 2 634 230), which represents approximately 1,4% of the number of issued ordinary shares. This is in line with JSE regulations.
Minimum shareholding policy
We have a minimum shareholding policy, where senior executives are expected to build up their personal shareholding in the company over a specific period. In the case of the CEO, the target is 200% of guaranteed package while the target for executive directors and members of the executive committee is 100% of guaranteed package. Senior executives who were in service when the policy was adopted in 2016 have six years to build up their shareholding from date of adoption. Senior executives appointed after adoption have six years to build their shareholding from date of appointment. They may use any vesting LTIs or their own resources to acquire these shares.
Exemption from compliance with the minimum shareholding requirements
In the case of the minimum shareholding requirement not being met, the board retains the overriding discretion to:
- Vary the minimum shareholding level or extend the determination date for an individual executive or the executives as a whole. This will only be allowed to apply in exceptional circumstances
- Determine that an executive has complied with the policy even if the number of shares held by an executive does not meet the minimum shareholding requirements. Such an exemption will only be allowed in exceptional circumstances where compliance will result in severe financial difficulty for an executive or prevent an executive from complying with an order of a court of law.
Malus and clawback
With respect to malus, if the remuneration committee, in consultation with the board and/or any committee of the board, believes that a trigger event has occurred, it has full discretion to reduce, in part or whole, unvested variable remuneration (ie STIs and LTIs) before the end of the vesting or payment period. In the case of clawback, it is the responsibility of the remuneration committee, in consultation with the board and/or any committee of the board, to implement clawback for the whole or portion of vested variable remuneration in the event of a trigger event occurring over a period of three years from the date on which payment was made of such vested variable remuneration. Trigger events include, but are not limited to:
- Material misstatement of financial results
- Misconduct, incompetence, fraud, dishonesty
- Negligence or material breach of obligations to the company
- Deliberate harm to the company’s reputation
- Material failure of risk management.
Illustrating potential remuneration outcomes
The variable pay arrangements described above have various potential outcomes. These outcomes could be from zero (minimum) to the expected level of performance outcomes (target) to the maximum potential variable pay outcomes (capped at the maximum). In the illustrations presented below, it should be noted that:
- STI represents the cash component of short-term performance
- LTIP represents the total award of performance vesting shares.
Total remuneration potential for members of executive management for the year ended 30 September 2022
Members of executive committee (average) (R’000)
Executive service contracts
Senior executives are employed full-time under standard agreements, with a notice period of three months. We strive to bind all senior executives by a restraint-of-trade agreement. To the extent that executives have access to proprietary business insights and intellectual property, Tiger Brands will enforce the agreement should they join a competitor. The restraint comprises a three-month notice period or three months’ special leave (paid as a three-month lump sum (based on guaranteed package) on termination).
Sign-on and specific retention payments
In exceptional circumstances (mainly for the recruitment and retention of critical and/or scarce talent), Tiger Brands will award a sign-on/retention payment which will be subject to the following conditions:
- Employees remaining in the service of Tiger Brands as a permanent employee for an uninterrupted period of 24 months from date of the payment. Should the employee or Tiger Brands decide to terminate the employment relationship for any reason, excluding those listed below, before the expiration of 24 months, the employee will be required to repay Tiger Brands the full gross amount. There will be no pro rata refunds. Should Tiger Brands terminate the employment relationship because of operational reasons (for example, retrenchment or redundancy) or ill health, or if termination occurs as a result of death, the employee will not be required to repay Tiger Brands.
Payments on termination of employment
|Remuneration policy component||Voluntary termination
(retrenchment, retirement, death)
|Guaranteed package||Paid up to last day of service||Paid up to last day of service including notice period, where applicable.|
|Medical aid||Benefit continues to last
day of service
|Benefit continues up to last day of service. Employees who qualify for post-retirement medical aid funding will continue to receive the employer contribution with effect from their normal retirement date.|
|Retirement and risk plans||Employer contributions paid until last day of service. Employee is entitled to the value of the investment, but all risk benefits cease on termination of service.|
|Other benefits||Not applicable||Severance package in respect of retrenchments – one or two weeks for every completed year of service in terms of the relevant rules.|
|Short-term incentives||No pro rata bonus paid||Pro rata STI payment (based on extent of achieving specified financial and strategic targets for the period and a personal performance agreement being in place at the date of exit).|
|Long-term incentives||All unvested awards||Depending on the nature of the instrument and reasons for termination, a participant may retain all units or a pro rata portion. Accelerated vesting and settlement of retained units may apply in certain circumstances.|
External board appointments
Under a formal policy, an executive is limited to one substantive outside directorship. The chairman of the Tiger Brands’ board, chairman of the nominations committee, and chairman of the remuneration committee are required to authorise these appointments based on a recommendation from the CEO. Other than in respect of their appointment to the boards of associate companies, directors’ fees under this policy may be retained by the individual. Tiger Brands currently has one executive member serving as non-executive director on the main board of a listed company.
Fees and approval process
Non-executive directors are paid an annual retainer that reflects their overall contribution and input to the company, and not just for attendance at board and committee meetings. Fees are also paid on an hourly basis for approved, ad hoc meeting attendance. Fees are reviewed annually, and increases are implemented in April after approval at the relevant AGM.
A benchmark analysis is conducted annually against an agreed comparator group of South African companies listed on the JSE, based on market capitalisation, turnover and total assets. As these are similar metrics to that of the benchmark group for executive directors it was decided that from FY20, in line with King IVTM and in terms of the current requirements of the organisation, a single comparator group be adopted for the non-executive directors and executive directors’ remuneration benchmarking. The revised comparator group is detailed here.
Targeted remuneration for the 12-month period ending 28 February 2023 was based on the 65th percentile of the comparator group, which is aligned with our internal anchor point. Non-resident non-executive directors are paid a premium in comparison to resident directors, which is below the market median. The chairman does not receive any additional remuneration for participating in committees of the board. Non-executive directors who perform services outside the scope of their ordinary duties will not receive additional remuneration. Shareholder approval will be sought for increasing non-executive directors’ fees, including fees paid for attending special board meetings. Details of proposed non-executive directors’ fees effective from 1 April 2023 appear in the notice of AGM of shareholders to be held on 21 February 2023. Details of non-executive directors’ fees paid in the review period appear here.
This remuneration policy is subject to a non-binding advisory vote by shareholders at the upcoming AGM.
SECTION 3: IMPLEMENTATION REPORT
In this section of the remuneration report we explain the implementation of our remuneration policy, providing details of the remuneration paid to our executive directors and members of the executive committee for the financial year ended 30 September 2022.
In 2021 the remuneration committee approved a 4,5% annual increase effective December 2021. The only exceptions to this were the negotiated increases for bargaining unit employees and specific increases to reward high performance, retain critical skills and address the remuneration objective of fair and responsible pay in the CL and below employee population during the financial year.
The executive directors received an annual increase but did not receive an STI payment in FY21 whereas all other eligible employees received an annual increase and STI payment.
2022 guaranteed package
The following increases to guaranteed packages were implemented in the reporting period for executive directors. New amounts were effective as indicated below:
|1 Dec 2021 to
30 Nov 2022
|1 Dec 2020 to
30 Nov 2021
|NP Doyle||10 400 000||10 000 000||4%|
|DS Sita||6 600 000||6 000 000||10%|
FY22 retention awards
In December 2021, in order to address the high attrition rates as well as mitigate against the risk of vacancies in key positions, a retention mechanism was implemented. The executive committee, excluding the CEO, received once-off retention awards.
- The CFO did not receive an upfront cash retention payment but was awarded a combination of performance vesting and restricted shares which are summarised here. The retention LTIP award made to the CFO took into account the critical leadership role that the finance discipline, together with other operational and functional leads, plays in executing the company’s strategy. More specifically, consideration was given to the CFO’s diverse strategic and transformational portfolio, which includes information technology and group procurement, which are fundamental to ensuring business value across the enterprise, as well as her role as an executive director of the company. To this end, the retention award took the form of LTIs, combining Performance Vesting Shares and Restricted Shares, with both instruments subject to a vesting period of three years. The combined award amounted to a total value of R14,8 million. The quantum of the award had to be significant enough to create the retention benefit required to ensure a three-year retention. The vesting criteria for these retention awards are set out here.
- Each of the other members of the executive committee (excluding the CFO) received:
» An upfront cash retention payment equal to either 50% or 75% of an executive’s TRP for one year. In turn, the executive agreed to a two-year lock-in period. In the event that the executive exits the company prior to expiry of the retention period, the upfront payment is repayable in full (gross of taxation). The upfront cash retention payments amounted to R24,1 million
» An allocation of LTIs split between restricted shares at a maximum allocation of 75% and performance shares at a minimum allocation of 25%, the face value of which was determined in accordance with the principles as outlined in the table here. These LTIs were allocated in lieu of the annual award of performance shares. The vesting criteria for these retention awards are set out here.
2022 short-term incentive
As indicated in the policy section, the STI for executive directors is based on the combination of a group performance factor and individual performance component.
The group performance factor for executive directors is weighted according to the table below. Results for FY22 were as follows:
|Growth||65%||Sales volume growth||10%||92%||100%||108%||0,9%||0,00%|
|Efficiency||10%||Overall equipment effectiveness (factor in waste)||5%||Improvement in overall equipment effectiveness year-on-year|
|5%||Material usage variance (Rm)|
|People and sustainability||25%||Quality||10%||Reduction in complaints year-on-year|
|Safety (LTIFR)**||10%||Reduction in lost-time injuries year-on-year|
|*||Brand health is measured on an individual category and not on an aggregated basis.|
|**||The safety KPI has a disqualifier linked to it and even though “Stretch” target was achieved, due to a fatality on a site, the safety KPI (LTIFR), as shown in the table above, was not met by the group.|
The targeted percentages for “threshold”, “target” and “stretch” as set out above per KPI represent the targeted percentage achievement of the underlying budgeted amounts.
Linear vesting will apply if the actual result falls between “threshold” and “target” or between “target” and “stretch”.
Executive directors individual KPIs are aligned to the group’s KPIs. FY22 group KPIs and their achievement are listed above. The individual performance factor for executive directors is weighted according to the table below. The results for FY22 were as follows:
|NP Doyle||DS Sita|
|Key indicators||Not met||Partially
performance factor %
performance factor %
|NP Doyle||10 400 000||x||60%||x||99,59%||+||100%||6 219 647||–|
|DS Sita||6 600 000||x||60%||x||99,59%||+||130%||4 184 683||–|
2022 long-term incentives
In FY22, performance shares were awarded to executive directors, executive committee members, senior management and middle management. Grants of specific retention shares were also made to selected senior management and key people whose contribution has been identified as being critical to achieving our business strategy.
Long-term incentive awards made during the year to executive directors are set out below:
Long-term incentive awards to executive directors for FY22
|Award %||Number||Face value
|NP Doyle||150%||10 400 000||81,3||69 700||12 683 309||15 600 470|
|1||The personal performance multiplier is used to modify the standard quantum of performance shares and restricted shares, based on an individual’s personal sustained performance and potential. This is a percentage ranging from 0% to 150%.|
|2||Allocated on 15 December 2021 at VWAP of R181,97.|
|DS Sita||6 600 000||72 540||13 200 103||11 880 093|
|DS Sita||6 600 000||9 220||1 677 763||2 063 648|
|1||Allocated on 15 December 2021 at VWAP of R181,97.|
LTI awards vesting or with a performance period ending in FY22
The outcome for awards due to vest in FY22, and whose performance conditions ended by 30 September 2022, are shown below. This applies to all eligible participants.
|LTI allocation||LTI measures
Real HEPS growth
|Performance condition result
|Bonus-matching shares granted in FY19
||N/A||100% (time-based vesting)
|Share appreciation rights granted in FY17 – third tranche||–|
|Share appreciation rights granted in FY18 – second tranche||–|
|Share appreciation rights granted in FY19 – first tranche||–|
Current minimum shareholding summary
|Name||Date of engagement||GP1
of shares held
of shares held2
as % of GP
% of GP
to meet target
|NP Doyle||1 July 2012||10 400 000||12 775||4 199 926||2 164 596||40||200||0|
|CXO1||5 December 2016||4 114 240||7 373||1 638 700||1 249 281||40||100||0|
|1||GP as at 30 September 2022.|
|2||Value calculated with reference to the closing price of a Tiger Brands’ share as at 30 September 2022, ie R169,44.|
Payments for termination of office
No additional payments were made for executives terminating office.
Compliance with remuneration policy
There were no deviations from the remuneration policy in the financial year.
Single total figure of remuneration
The following tables disclose total remuneration received and receivable by executive directors and executive management for the period 1 October 2021 to 30 September 2022:
|NP Doyle||DS Sita|
|Basic salary||8 878||8 591||5 938||4 957|
|Retirement funding||1 455||1 409||330||335|
|Guaranteed package||10 333||10 000||6 513||5 520|
|Short-term incentive||6 219||–||4 184|
|Cash remuneration||10 333||10 000||6 513||5 520|
|Bonus matching shares||–||–||–||–|
|Deferred bonus shares and company matching shares||–||–||–||–|
|Cash sign-on bonus||–||–||1 818|
|Total remuneration||16 552||10 000||65,5||10 697||7 337||45,8|
Member of executive committee
|CXO1||8 605*||3 956|
|CXO3||11 551*||4 985|
|CXO4||12 671*||3 044|
|CXO5||3 768||4 565|
|CXO6||13 774*||5 513|
|CXO7||1 314||5 347|
|CXO8||10 770*||4 221|
|CXO13||15 077*||4 820|
|CXO14||2 777||3 433|
|CXO16||9 723||6 500|
|Total||99 064||46 384|
Number and value of LTI share awards
Disclosure of the quantum and value of awards for the CEO and CFO outstanding at the beginning and end of the reporting period, as well as new awards made in the period, are provided in the tables below, with the cash value of awards settled during the reporting period indicated in the value-based tables.
|Name and awards||Award date||Vesting date||Grant price
|Closing number||Face value
|Value of shares acquired||Closing
|FY20 performance shares||07/09/2020||07/09/2023||–||65 880||–||–||–||–||65 880||11 741 792||–||–||10 741 734|
|FY21 performance shares||04/12/2020||04/12/2023||–||59 930||–||–||–||–||59 930||12 195 755||–||–||9 711 057|
|FY22 performance shares||15/12/2021||15/12/2024||–||–||69 700||–||–||–||69 700||12 683 309||–||–||10 827 198|
|FY17 SARs||07/12/2016||07/12/2021||368,11||12 112||–||12 112||–||–||–||–||–||–||–|
|FY18 SARs||11/12/2017||11/12/2021||385,29||16 433||–||16 432||–||–||–||–||–||–||–|
|11/12/2022||385,29||16 433||–||–||–||–||16 434||6 331 471||–||–||657|
|FY19 SARs||06/12/2018||06/12/2021||254,79||18 895||–||18 895||–||–||–||–||–||–||–|
|06/12/2022||254,79||18 896||–||–||–||–||18 896||4 814 512||–||–||72 372|
|06/12/2023||254,79||18 897||–||–||–||–||18 897||4 814 767||–||–||73 131|
|Total||227 476||69 700||47 439||–||–||249 736||52 581 606||–||–||31 426 149|
|FY21 performance shares||04/12/2020||04/12/2023||–||31 680||–||–||–||–||31 680||6 446 880||–||–||5 133 427|
|FY22 performance shares||15/12/2021||15/12/2024||–||–||9 220||–||–||–||9 220||1 677 763||–||–||1 432 235|
|FY22 restricted shares||15/12/2021||15/12/2024||–||–||72 540||–||–||–||72 540||13 200 104||–||–||11 268 364|
|Total||–||31 680||81 760||–||–||–||113 440||21 324 747||–||–||17 834 026|
Interests of executive directors in B-BBEE schemes
DS Sita was awarded shares in terms of the black managers trust scheme for the year ended 30 September 2022.
|Name and awards||Award date||Vesting date||Opening
|Tiger Brands share allocation||31/01/2021||31/01/2024||2 333||–||–||–||2 333||334 995||–||–||290 272|
|31/01/2025||2 333||–||–||–||2 333||334 995||–||–||290 272|
|31/01/2026||2 334||–||–||–||2 334||335 139||–||–||290 396|
|Adcock Ingram share allocation3||31/01/2021||31/01/2024||1 983||–||–||–||1 983||63 278||–||–||66 867|
|31/01/2025||1 983||–||–||–||1 983||63 278||–||–||66 867|
|31/01/2026||1 984||–||–||–||1 984||63 309||–||–||66 900|
|Oceana share allocation3||31/01/2021||31/01/2024||603||–||–||–||603||30 554||–||–||24 174|
|31/01/2025||604||–||–||–||604||30 605||–||–||24 214|
|31/01/2026||604||–||–||–||604||30 605||–||–||24 214|
|Total||14 761||–||–||–||14 761||1 286 758||–||–||1 144 176|
|1||Calculated with reference to the market value of an allocated share (less the amount of the capital contribution) as at the date of the award.|
|2||Calculated with reference to the market value of an allocated share (less the amount of the capital contribution) as at year end (30 September 2022).|
|3||In addition to the award of the Tiger Brands shares, the executive was also awarded Adcock Ingram and Oceana shares (as a consequence of the unbundling by Tiger Brands of its interests in Adcock Ingram and Oceana, the Tiger Brands Black Managers Trust, as Tiger Brands shareholder, also became a shareholder of shares in Adcock Ingram and Oceana). Participants in the Trust are, consequently, also awarded shares in these two companies when awarded Tiger Brands shares.|
Non-executive directors’ remuneration 2022
The non-executive directors’ remuneration paid for the year ended 30 September 2022 is disclosed below, excluding VAT in rand:
|Committee||MO Ajukwu||MJ Bowman||FNJ Braeken||CH Fernandez||GJ Fraser-Moleketi||GA Klintworth||M Makanjee||TE Mashilwane||M Sello||OM Weber||DG Wilson||LA Swartz|
|Board fees||1 020 626||217 500||520 376||443 750||2 119 464||1 020 626||108 750||443 750||443 750||1 020 626||443 750||113 125|
|Audit committee fees||232 416||198 212||198 212|
|Investment committee fees||14 262||23 406||53 834||23 406|
|Remuneration committee, nomination and governance committee fees||122 948||28 711||59 700||137 310||185 272||29 850|
|Social, ethics and transformation committee fees||126 500||245 964||50 729||182 200||106 942|
|Risk and sustainability committee fees||361 358||184 230||157 112||184 230||308 030||361 356|
|Extraordinary fees in respect of special board meeting||54 984||54 984||23 906||23 906||54 984||23 906||23 906||54 984||23 906|
|Ad hoc work/meetings|
|Total FY22||1 563 468||340 448||992 006||990 714||2 143 370||1 505 804||188 190||732 962||1 080 840||1 628 110||874 546||142 975|
|Total FY21||1 460 495||754 303||1 027 821||1 713 171||1 345 170||798 733||713 327||908 565||1 440 285||868 442|
|1.||MJ Bowman retired 16 February 2022.|
|2.||FNJ Braeken appointed 1 April 2022.|
|3.||M Makanjee retired 31 December 2021.|
|4.||LA Swartz appointed 1 June 2022.|