Remuneration Report

This report sets out our Remuneration Policy and Remuneration Implementation Report for executive directors and non-executive directors’ remuneration for the 2022 financial year and is presented in three parts:

i)	Part 1: The background statement which provides context to our Remuneration Policy and performance;
ii)	Part 2: An overview of the forward-looking Remuneration Policy applicable in the 2023 financial year; and
iii)	Part 3: The Remuneration Implementation Report which sets out in detail how the existing policy was implemented during the year under review, including disclosure on payments made to executive directors and non-executive directors during the year ended 30 June 2022.

Part 1: Background statement

Remgro’s remuneration philosophy is guided by its business strategy, namely a long-term approach to deliver value in a sustainable manner.

Due to the nature of the business, the remuneration framework, on an organisation-wide basis, provides for Financial (i.e. salary and benefits) and a long-term share plan, which only renders value if the stretching performance conditions (where applicable) and the employment condition are met. As an investment holding company, the Remuneration and Nomination Committee (the committee) views increased market capitalisation, sustainable growth in the share price and above-average dividend yield as critical metrics to deliver value to shareholders over time. In line with this approach, Remgro does not pay short-term incentives (i.e. cash bonuses) and believes that management’s decision-making should be long-term focused. It is aligned with the philosophy that they should be rewarded where value creation is demonstrated, without excessive risk taking in the short term. This two-tier approach makes the Remgro Remuneration Policy focused and avoids unnecessary layers of complexity. Our remuneration philosophy and policy are further detailed in Part 2 of this report.

Overview of performance and remuneration outcomes for the year under review

Remgro has a diversified portfolio of investments across industries, which include healthcare, consumer products, financial services, infrastructure, industrial, and media interests.

This first half of the 2022 financial year continued to be a volatile journey, with the fallout of the July violent unrest and the threat of the fourth wave of the Covid-19 pandemic, amidst a slow vaccination progress, which saw the global community impose further travel bans on South Africa. As we began to emerge and recover, renewed macro challenges and volatility were evident on a global scale.

During the second half of the 2022 financial year, the Russian invasion of the Ukraine negatively influenced global and local economies through increased food and energy costs and rising inflation in developed economies to levels not experienced in the last 10–15 years. The persistent increase in inflation and interest rates caused renewed concerns of a recession in these developed markets. Domestically, the rise in the price of fuel, persistent loadshedding, the general demise of infrastructure, increased prevalence of natural disasters and the possibility of a global recession continue to inhibit our economic recovery.

Remgro continues to focus on its processes curated over its 74-year rich history, remaining committed to its strategic priorities, its corporate citizen mandate and values-driven ethos. To this end, significant progress has been made in the reporting period on strategic initiatives as Remgro continues to position itself for the future. Transformative corporate actions to this effect include the recently announced Mediclinic International plc (Mediclinic), Distell Group Holdings Limited (Distell), Community Investment Ventures Holdings Proprietary Limited (CIVH) and Rand Merchant Investment Holdings Limited (RMI) transactions.

Remgro’s commitment to its investment philosophy and underlying investments has seen a robust recovery in financial performance compared to the previous period with the majority of financial metrics ahead of pre-pandemic levels. Remgro is more than encouraged that its prudent management, strong balance sheet and capital allocation track record (as evidenced by its resilient portfolio) have enabled it to deliver a quick recovery amidst all the headwinds.

Total guaranteed package (TGP)

In line with Remgro’s philosophy on fair and responsible remuneration, the following decision was taken with regards to increases:

• Executive directors, members of the Management Board and Executives were granted increases of circa 4.25% for the 2022 financial year.
• Employees at management levels received increases of around 4.50% and non-management employees received salary adjustments of on average 5.00% for the 2022 financial year.

Long-term incentive (LTI) plans

The vesting outcomes for the 2019 LTI awards, for which the performance period ended during the 2022 financial year, were 71%. Details on the vesting of these awards are set out in Part 3 of this report.

Embedding Environmental, Social and Governance (ESG) measures within reward

Remgro aims to be the trusted investment company of choice that consistently creates sustainable stakeholder value. While workplace, economic, social and environmental sustainability practices have always been part of Remgro’s core values and are entrenched within Remgro’s overall governance framework, Remgro aims to become an ESG leader and is placing increased emphasis on ESG practices.

Remgro’s size and influence as an investment holding company enables it to acquire significant interest in entities that are big enough to have a material effect on Remgro’s results. As Remgro’s business and investment philosophy is centred around investing in businesses that are aligned with its values and purpose, this places Remgro in the position to influence the implementation of an ESG strategy and the entrenchment of ESG frameworks across the Group.

To this end, Remgro embarked on an ESG journey in 2021, the aim of which is to develop a strong ESG strategy and framework for implementation across the business and the businesses of investee companies. Within the Remgro holding company, appropriate strategic and operational ESG committees and work groups were established in 2021 to ensure that Remgro remains engaged with its corporate citizen mandate and values-driven ethos. As part of our future focus, and in order to maximise our ESG impact, Remgro as a holding company will focus on influencing our investee companies to adopt a similar focused strategic and operational focus on ESG.

Journey to date

To incentivise and motivate management in driving this journey, qualitative ESG measures were incorporated into the Remgro Long Term Incentive Scheme (LTIs) in 2021 which measures detailed strategic milestones to be achieved by specified dates. By incorporating specific ESG measures into the LTI, Remgro is illustrating its public commitment to ESG. The first LTI awards with the ESG measures were awarded in 2020 (being the 2019 and 2020 LTI awards). An overview of the outcomes of these qualitative measures is reflected below:

1.		Management successfully executed the specific targets set at threshold and target levels in full and on time. These included the following: The amendment of Board and committee mandates. The establishment (with a terms of reference) of a Strategic ESG Committee and an Operational ESG Committee. The development and approval of an investment framework when considering new investments as well as reviewing the current portfolio. Strategic external expertise was fully engaged during this initial stage to ensure proper and relevant focus.
2.		The stretch target to influence key subsidiary companies to have ESG targets and key performance initiatives (KPIs) for LTI and/or short-term incentive (STI) plans at executive level were partially achieved. Two of the four subsidiary companies have targeted ESG objectives linked to their personal KPIs, STI and/or LTI plans.
3.		In addition to the achievement of the agreed targets, the following additional outcomes and context are important to note: Management acknowledges that the biggest impact will be through key investee companies and identified the following nine investee companies, representing 80% of the Remgro INAV, to focus the ESG journey over the medium term. Distell Mediclinic RCL Foods CIVH Air Products OUTsurance TotalEnergies Wispeco Siqalo Foods To enable a more focused approach, the following nine key ESG focus areas were identified. These areas will be reviewed continuously to ensure they remain relevant. Climate change and energy Water management Waste management Diversity and inclusion Social impact Employee relations Health and safety Supply chain and procurement Governance In addition to the investment framework, the operational committee developed an ESG investment handbook to provide investment managers with a rich source of information to have meaningful discussions with current and potential investee companies and to inform the ESG due diligence process. Investee companies were formally engaged on several occasions including a CEO conference with a strong ESG focus to create awareness regarding Remgro’s ESG ambition. Management is in the process of establishing a centralised ESG collaboration network to coordinate and facilitate the ESG (and potentially other identified areas) activities across investee companies.

It is the committee’s view that the specific qualitative targets were suitably challenging, aligned with the Company’s strategy and laid a solid foundation upon which the Company can deliver on its ESG ambition.

As indicated in the 2021 report, due to the ESG journey being in its infancy, the committee set qualitative ESG measures (30% of the ESG component – threshold performance) for the first year of the performance period of the 2021 LTI award, which measures were aimed at establishing the foundation on which quantitative measures could be included. Following on the foundation created by these and the above qualitative measures linked to the 2019 and 2020 LTI awards, the committee was in the position to set the quantitative measures for the remaining two years of the performance period for the 2021 LTI award as well as for the 2022 LTI award which will be made in December 2022. This is set out in more detail in Part 2. It is important to note that from a quantitative measure perspective, Remgro evaluated where they can deliver the most significant portfolio impact and in which form. After careful deliberation, considering our investment philosophy of providing support and strategic guidance to investee companies (while not being involved in the day-to-day operation of our investee companies in line with our philosophy of decentralised management), we identified that the most significant impact which Remgro can deliver is to provide support and guidance in the implementation of an ESG framework and strategy within the identified group of investee companies. Consequently, the quantitative measures consider Remgro’s success rate in being able to deliver on this impact, expressed as a governance/influence factor.

More details are provided in Parts 2 and 3 of this report.

Voting results and shareholder engagement

At the Annual General Meeting (AGM) held on 25 November 2021, 69.9% of Remgro’s ordinary shareholders voted in favour of the Remuneration Policy, with 88.2% of ordinary shareholders voting in favour of the Remuneration Implementation Report. In light of the fact that more than 25% of ordinary shareholders voted against the remuneration policy, and in compliance with King IV and the JSE Listings Requirements, dissenting shareholders were invited to engage with the Company. Shareholders were provided further focused engagement opportunities through virtual engagement sessions during our shareholder engagement roadshows.

The specific areas of concern, together with actions taken as a result of the issues raised, are listed in more detail below.

Remuneration is key in incentivising employees across all levels to work towards driving the execution of Remgro’s strategic objectives and to build a sustainable business over the long term. The committee remains committed to ongoing engagement with shareholders and welcomes any constructive feedback they may wish to provide to ensure that the Company’s approach to remuneration supports fair and responsible remuneration.

At the 2022 AGM Remgro will put its Remuneration Policy and Remuneration Implementation Report to two separate nonbinding advisory shareholder votes (see Ordinary Resolutions Numbers 13 and 14 in the Notice to shareholders) and the committee looks forward to a positive outcome in this regard.

Remuneration Committee activities during 2022

The committee’s activities for 2022 were geared towards monitoring the achievement of Remgro’s strategic objectives. In addition to the committee’s normal duties, the committee:

• reviewed the use of the Mercer Top Executive survey for the benchmarking of different components of executive remuneration. After due consideration and deliberation the committee approved to introduce the Old Mutual REMchannel JSE Top 40 survey circle as the primary benchmark for executive remuneration and to consider these results against a dedicated secondary benchmark conducted by the Company’s reward advisors.
• reviewed and amended the performance conditions (financial as well as ESG) linked to the LTIs as well as the individual KPIs of the executive team. The revised individual KPIs were aligned with Remgro’s strategic objectives and ESG measures.

Future areas of focus

During the 2023 financial year the committee will focus on the following forward-looking considerations:

• To continue the journey to align the remuneration strategy with Remgro’s ESG strategy with a focus on the incorporation of quantitative ESG performance measures within the LTI plan design.
• In line with our philosophy of remunerating fairly and responsibly, continue to identify and address any discrepancies. To consider opportunities and methodology to share information regarding fair and equitable remuneration with shareholders.
• To consider the introduction of minimum shareholding requirement (MSR) for Remgro executives and to develop an MSR framework to introduce at investee companies.
• To review the current Board composition against the principles of inclusivity and diversity, skills and experience and suitable independency.
• To continue to ensure that our internal human resources and remuneration policies support transformation across the business.

Advisors

During the 2022 financial year, the committee has engaged external remuneration consultant PricewaterhouseCoopers Inc. (PwC), management and the Board in conducting their duties and responsibilities.

The committee considered the advice, opinions and services received by PwC during the 2022 financial year. The committee is satisfied and regards PwC as being wholly objective and independent.

In conclusion

The committee is of the view that during the 2022 financial year, Remgro’s Remuneration Policy achieved its stated objectives. Remgro constantly strives to improve the Company’s remuneration practices and we look forward to our engagement with our shareholders and receiving their support on the resolutions for both the Remuneration Policy and Remuneration Implementation Report (see Ordinary Resolutions Numbers 13 and 14 in the Notice to shareholders) at the AGM on 30 November 2022.

Part 2: Remuneration Policy

The Remuneration Policy provides an overview of Remgro’s remuneration principles for the organisation as a whole and applies to all permanent employees. The information provided in this policy has been approved by the Board on recommendation by the committee. This Remuneration Policy will be put to a non-binding advisory vote by shareholders at the next AGM on 30 November 2022.

Governance

The committee is appointed by the Board with delegated powers and the functioning of this dedicated Board committee is well established within Remgro’s mode of operation. In essence it is the committee’s role to ensure fair and responsible remuneration across the Company, by way of policy making and implementation, and that the disclosure of remuneration is accurate, complete and transparent. Ultimate responsibility remains with the Board.

The committee is governed by a mandate, reviewed and approved by the Board annually, that incorporates best practice governance recommendations and serves to assist members of this committee in the execution of their role and responsibilities.

The committee consists of four non-executive directors, three of whom are independent. The members of the committee for the year under review were:

• Mr J P Rupert (chairman);
• Ms S E N De Bruyn (lead independent non-executive director);
• Mr P J Moleketi (independent non-executive director); and
• Mr F Robertson (independent non-executive director).

The Board acknowledges the recommended practice in King IV that the Chairman of the Board should not be the chairman of this committee but given the following reasons, this arrangement is deemed appropriate:

• The necessity to align the Company’s remuneration approach with corporate strategy;
• The Chairman receives no emoluments or fees from Remgro thus there are no conflicts with regard to the approval of non-executive director fees;
• The Chairman is a significant shareholder in the business hence it is not regarded as unreasonable for him to chair this committee; and
• In terms of committee composition, the majority of the committee remains independent non-executive directors.

The committee formally met twice during the year and had numerous informal interactions in preparation for the formal meetings. The details on the attendance of the formal meetings are set out in the Corporate Governance Report.

The mandate set out in the terms of reference of the committee includes the following:

In respect of its nomination function –

• Assist the Board with the process of identifying suitable candidates for appointment as directors;
• Ensure the establishment of a formal and transparent process for the appointment of directors;
• Oversee the development of a formal induction programme for new directors;
• Evaluate the performance of the Board; and
• Ensure that succession plans for the Board, Chief Executive Officer (CEO) and other Management Board members are developed and implemented.

In respect of its remuneration function –

• Oversee the establishment of an organisation-wide Remuneration Policy that promotes positive outcomes across the economic, social and environmental context in which Remgro operates;
• Promote an ethical culture and responsible corporate citizenship in the context of remuneration;
• Oversee the fair, responsible and transparent setting and administering of remuneration of all employees;
• Advise on the fees of non-executive directors, for approval by shareholders at the AGM;
• Ensure that remuneration meets Remgro’s needs and strategic objectives and is administered in accordance with the shareholder-approved plan rules;
• Oversee the preparation and recommendation to the Board of the Remuneration Report to be included in the Integrated Annual Report; and
• Ensure that the Remuneration Policy and Remuneration Implementation Report are put to two separate non-binding advisory votes by shareholders at the AGM.

Linking ESG to remuneration

Existing practices

Workplace, economic, social and environmental sustainability practices have always been part of Remgro’s core values and through our new ESG strategy, these practices are entrenched within our overall remuneration framework.

Remgro’s ESG journey

As noted in Part 1 of this report, Remgro’s aim is to become an ESG leader and is focused on maximising its impact as an investment holding company by establishing and rolling out an ESG strategy and governance framework throughout the Group of identified investee companies. Remgro commenced its ESG journey in 2021.

In order to drive the execution of this goal and to ensure that it is sufficiently prioritised, ESG measures were introduced into the LTIs in 2021 as a non-financial component with a weighting of 20%. The ESG measures for the 2019 and 2020 awards were qualitative measures focused on governance and risk as well as strategic investment decisions and portfolio impact and which detailed milestones to be achieved by specified dates in order to lay the foundation for the establishment and implementation of an ESG strategy throughout the Group.

Building on the foundation laid through delivery on the qualitative milestones, Remgro has introduced quantitative ESG measures, taking the form of a governance influence factor (as referenced in Part 1 above), into the 2021 and 2022 LTIs which measures are aimed at establishing the appropriate ESG governance structures within key investee companies.

Fair and responsible remuneration across the Company

The delivery of Remgro’s strategy is dependent on the values, talent and skills of all employees across the Company and Remgro therefore views employees as critical assets. Remgro committed to the principle of rewarding all employees across the Company in a manner which is fair and responsible and strives to create an environment which is inclusive. This commitment is entrenched in the remuneration policy.

The TGP of all employees is positioned around the 75th percentile of the market which takes into account that the Company does not have a STI in place. All employees are furthermore eligible to receive LTI awards and not only executives. Lower-level employees typically receive higher percentage increases than other employees.

Further ongoing actions taken in this regard include:

• Assessment of remuneration conditions between employees at the same level in accordance with the principle of “equal pay for work of equal value” to identify and address any unjustifiable remuneration disparities.
• Investing in its people initiatives, which include: talent management; development opportunities for all employees; various training courses as per identified needs and an employee value proposition aligned to the corporate values and culture.
• Fair and responsible remuneration practices remain a key focus area for the committee in the 2023 financial year.

Components of remuneration

Remgro has two components of remuneration, namely fixed remuneration (which includes benefits) and LTIs in the form of its old Remgro Equity Settled Share Appreciation Right Scheme (SAR Scheme), current Remgro Equity Settled Share Appreciation Rights Plan (SAR Plan) and Remgro Equity Settled Conditional Share Plan (CSP). Remgro does not pay short-term incentives and believes that management’s decision-making should be long-term focused and aligned with the philosophy that they should be rewarded where long-term value creation is demonstrated, without excessive risk taking in the short term.

The same remuneration principles and components apply to all employees of Remgro. The remuneration policies, principles and practices of investee companies are governed through remuneration committee structures in these organisations.

Scenarios of possible total remuneration outcomes

The following illustrations depict the pay mix and the possible remuneration outcomes for the CEO, Chief Financial Officer and the prescribed officer average at minimum, on-target and stretch levels.

Malus and Clawback Policy

The Malus and Clawback Policy applies from 1 July 2021 to all new LTI awards.

The committee, in its discretion, may, in terms of the Malus and Clawback Policy, apply Malus and/or Clawback mechanisms to the LTI awards where a trigger event as provided for in the policy has occurred. Malus is applied to reduce awards where the trigger event is discovered before vesting or settlement of an award, whereas Clawback is used to recoup all or a portion of settled awards where a trigger event is discovered within three years post-vesting or settlement.

Trigger events include but are not limited to circumstances where any one or more of the following events have occurred:

• It has been discovered that participating employee(s) has committed any act of fraud or dishonesty, in the scope and course of his employment or directorship, or otherwise involving a member of the Group or its affairs and which has or is likely to have an effect on the financial results or financial statements of any member of the Group or on any other measurable under the short-term and long-term incentive;
• It has been discovered that participating employee(s), were involved in the falsification or misrepresentation of financial/management information, financial results or financial statements of any member of the Company;
• Any information that was used by the Board in order to determine or calculate a payment, award, benefit, allocation or grant or the vesting or settlement thereof was erroneous, inaccurate or misleading as a result of fraudulent or dishonest actions or circumstances that are directly attributable to any participating employee, or as a result of actions or circumstances that could have been avoided through reasonable care on the part of any participating employee;
• Any information emerges that was not known to or considered at the time of making a decision regarding the payment, award, benefit, allocation or grant or the vesting or settlement thereof which, in the opinion of the Board, would have affected the Board’s decision and such information was not known to or considered at such time as a result of fraudulent or dishonest actions or circumstances that are directly attributable to any participating employee or as a result of actions or circumstances that could have been avoided through reasonable care on the part of any participating employee;
• Any member of the Group has:
  • Been subject to regulatory investigation as a result of a breach of any laws, rules or codes of conduct applicable to it or the standards reasonably expected of it; or
  • Suffered in the opinion of the Board, considerable reputational, in either case as a result of fraudulent or dishonest actions or circumstances that are directly attributable to participating employees or as a result of actions or circumstances that could have been avoided by the reasonable actions of participating employees.

Executive employment contracts

Executive directors and members of the Management Board do not have fixed-term contracts, but are employed in terms of the Company’s standard contract of employment applicable to all employees. The notice period for termination of service is one calendar month and the normal retirement age is 63. Executive directors and members of the Management Board also do not have exceptional benefits associated with the termination of their services. Upon termination of employment, any payments made to employees will be as required in terms of legislation, and the consequences in respect of unexercised SARs and/or unvested CSP awards will be governed by the rules of the SAR Plan (or previous SAR Scheme) and CSP based on the reasons for the termination of employment.

Non-executive directors’ remuneration

Independent non-executive directors

Independent non-executive directors do not have any employment contracts, do not receive any benefits associated with permanent employment and do not participate in the Company’s LTI plans.

Furthermore, they are categorised as independent on the basis that the Board concludes that they have no interest, position, association or relationship which, judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias in decision-making in the best interest of the Company.

The independence of independent non-executive directors is reviewed annually and the independence of non-executive directors, who have served on the Board for more than nine years, is subject to a rigorous review by the Board. The Board, led by the Lead Independent Director, considered the independence of the independent non-executive directors, and is satisfied with their independence, including the independence of Messrs F Robertson (appointed 28 March 2001), M Morobe (appointed 18 June 2007), N P Mageza (appointed 4 November 2009) and P J Moleketi (appointed 4 November 2009) who each has served on the Remgro Board for more than nine years. Based on an evaluation of the aforementioned directors, there is no evidence of any circumstances or relationships that will impair their judgement, and the Board is satisfied that their independence is in no way affected by their length of service.

Independent non-executive directors are paid a fixed annual Board fee. Committee fees are also determined on a fixed annual basis. The fee structure is reviewed annually on 1 July, based on independent market benchmarks for non-executive directors’ fees, taking into account the nature and size of Remgro’s operations. Remgro utilises the Mercer NED survey to benchmark the remuneration levels of non-executive director fees. The trends identified in this survey are then validated through a focused secondary survey among a selected group of companies. Non-executive director fees are approved by shareholders at the Company’s AGM by special resolution prior to payment. Remgro also pays for all travelling and accommodation expenses reasonably and properly incurred in order to attend meetings.

Non-independent non-executive directors

Messrs J P Rupert, A E Rupert, P J Neethling and J Malherbe are regarded as non-independent non-executive directors.

The Chairman, Messrs A E Rupert and P J Neethling receive no emoluments or fees from Remgro, whilst Mr J Malherbe receives the approved annual Board and committee fees paid to Independent non-executive directors.

As in the case of Independent non-executive directors, these directors do not participate in the Company’s LTI plans.

The proposed fee structure payable to non-executive directors for the year ending 30 June 2023 is presented in the table below. Also see Special Resolution Number 1 in the Notice to shareholders.

Shareholder engagement and non‑binding advisory vote

The Remuneration Policy and Remuneration Implementation Report are respectively tabled for separate non-binding advisory votes by the shareholders at each AGM.

The committee will engage with shareholders in the event of a 25% or more dissenting vote on either or both the Remuneration Policy and Remuneration Implementation Report. In that event, the Company will, in its voting results announcement provide for (1) an invitation to dissenting shareholders to engage with the Company, and (2) the manner and timing of such engagement. In this regard the Company intends to (1) invite the dissenting shareholders to provide the Company with their written submissions as to why they voted against the Remuneration Policy or Remuneration Implementation Report, (2) address the legitimate and reasonable objections of dissenting shareholders, and (3) report back to the dissenting shareholders. If appropriate and practical, the Company may engage with dissenting shareholders either individually or collectively at meetings called for that purpose. Other methods of shareholder engagement may include conference calls, emails and investor roadshows.

Part 3: Remuneration Implementation Report

The Remuneration Implementation Report provides details on how Remgro implemented its Remuneration Policy during the 2022 financial year. (The information here was audited). This Remuneration Implementation Report will be put to a non-binding advisory vote by shareholders at the next AGM on 30 November 2022.

Fixed remuneration

During the year under review, the executive directors and other members of the Management Board and senior executives received an average salary increase of circa 4.25%. Management employees received an average increase of 4.50% while nonmanagement level employees received an average increase of 5.00%.

Short-term incentives outcome

Remgro’s Remuneration Policy does not provide for any shortterm incentives, therefore no outcomes are reported in terms of this.

Long-term incentives outcome

The performance outcomes for the 2019 LTI award are set out below. As communicated in our 2021 report, the 2019 LTI award is the first award which incorporates ESG performance measures. These measures take the form of qualitative ESG milestones, aimed at driving the momentum and success of our ESG journey, and primarily focused on governance, risk and strategic investment decisions as well as portfolio impact.

The LTI outcomes for the year were as follows:

Financial

	Performance measure		Weight		Base measure (June 2020)		Threshold (vesting 30%)		On-target (vesting 50%)		Stretch (vesting 100%)		Actual measure (June 2022)		Actual vesting %
	INAV Performance hurdles and outcome (Rand per share)						Year one INAV plus CPI over three financial years		Year oneINAV plus the 3 – 5 year SA Longbond rate over three financial years		Year one INAV plus the 3 – 5 year SA Longbond rate plus 5% over three financial years
			55%		154.47		169.04		178.71		195.71		213.10		100%
	FCF Performance hurdles and outcome (cents per share)						Year one FCF plus CPI over three financial years		n/a		Year one FCF plus CPI plus 1.25% over three financial years
			25%		396.2		843.9		n/a		859.3		430.2		0%

Non-financial – ESG

	Performance measure		Weight		Threshold (vesting 30%)		On-target (vesting 50%)		Stretch (vesting 100%)
	ESG		20%		The following needs to be achieved by December 2021: Amend all committee and Board mandates to include ESG focus. Establish an Operational ESG Committee (subcommittee of the Management Board) to provide direction and oversight with regards to the ESG strategy. Establish a Strategic ESG Committee (subcommittee of the Remgro Board) to provide strategic direction and overall oversight of the Remgro Group ESG strategy and activities. Develop and approve mandates and terms of references for these committees to ensure they operate efficiently and to enable the Remgro ESG focus.		The following needs to be achieved by 30 June 2022: Identify and engage with external expertise to develop a strategic ESG framework and to establish, amongst others, what environmental areas Remgro will focus on (i.e. water, carbon footprint, plastic, etc.), prepare an ESG footprint of Remgro’s investee companies, establish measurable targets and stretching goals and identify how to communicate our ESG intent to the market. To develop an ESG investment business case framework to be used when considering new investments. This would aim to articulate any possible industries/ activities Remgro would not invest into and provide possible investments with a framework of what they would need to comply with either before investing or within a certain timeframe after investing. Ready to present specific ESG targets and, base line measures for selected targets and threshold and stretch performance hurdles for each target at the November 2022 Remgro Remuneration and Nomination Committee meeting.		The following needs to be achieved by 31 December 2022: Influence portfolio impact at subsidiary level through ensuring key subsidiary companies to have ESG targets and KPIs for LTI and/ or STI plans at executive level. Stretch can only be achieved if KPIs at threshold and target were achieved.
	Actual performance				100% achieved		100% achieved		80% achieved
	LTI vesting (non-financial)

Total vesting outcome:

	LTI vesting outcome (financial)		LTI vesting outcome (non-financial)		LTI vesting outcome (total)
	55%		16%		71%

Long-term incentives summary

The tables below provide information on a director and prescribed officer basis of SARs granted and accepted during the year and the indicative value of SARs not yet exercised (outstanding SARs). It also illustrates the cash value of SARs exercised during the year.

Share appreciation rights (SARs)

Directors

Participant	Offer  date(1)	Offer  price(2)  (Rand)	Number  of SARs  offered  and  accepted	Fair  value  of SARs  on offer  date  (R’000)	Balance  of SARs  accepted  as at  30 June  2021	Adjusted  offer  price(3)  (Rand)	SARs  accepted/  (exercised  or expired)  during  the year	Share  price on  exercise  date  (Rand)	Cash  value  of SARs  exercised  during  the year(4)  (R’000)	Balance  of SARs  accepted  as at  30 June  2022(5)	Fair  value  of SARs  as at  30 June  2022(6)  (R’000)
Executive
J J Durand	29-Nov-12(7)	147.25	271 258	10 763	271 258	94.22				271 258	10 614
	04-Dec-13(7)	191.70	93 128	5 064	93 128	127.40				93 128	1 597
	26-Nov-14(7)	253.53	108 468	7 442	108 468	164.57				108 468	535
	24-Nov-15(7)	272.00	192 676	15 591	192 676	170.38				192 676	823
	01-Dec-16	209.11	150 872	10 554	150 872	125.95				150 872	2 561
	14-Dec-17	206.35	132 309	9 705	132 309	118.86				132 309	2 918
	05-Dec-18(8)	205.07	87 135	5 436	87 135	112.38	(87 135)			–	–
	05-Dec-20(9)	93.82	235 427	6 111	235 427	93.82				235 427	7 415
	05-Dec-20	93.82	235 454	6 631	235 454	93.82				235 454	8 300
	05-Dec-21	126.99	181 379	7 853	–	126.99	181 379			181 379	5 362
M Lubbe	29-Nov-12(7)	147.25	13 961	554	13 961	94.22				13 961	546
	04-Dec-13(7)	191.70	7 444	405	7 444	127.40				7 444	128
	26-Nov-14(7)	253.53	4 011	275	4 011	164.57				4 011	20
	24-Nov-15(7)	272.00	8 036	650	8 036	170.38				8 036	34
	01-Dec-16	209.11	65 632	4 591	65 632	125.95				65 632	1 114
	14-Dec-17	206.35	15 481	1 136	15 481	118.86				15 481	341
	05-Dec-18(8)	205.07	14 648	914	14 648	112.38	(14 648)			–	–
	05-Dec-20(9)	93.82	39 078	1 014	39 078	93.82				39 078	1 231
	05-Dec-20	93.82	46 448	1 308	46 448	93.82				46 448	1 637
	05-Dec-21	126.99	35 796	1 550	–	126.99	35 796			35 796	1 058
N J Williams	29-Nov-12(7)	147.25	81 901	3 250	81 901	94.22				81 901	3 205
	04-Dec-13(7)	191.70	22 221	1 208	22 221	127.40				22 221	381
	26-Nov-14(7)	253.53	16 430	1 127	16 430	164.57				16 430	81
	24-Nov-15(7)	272.00	27 492	2 225	27 492	170.38				27 492	117
	01-Dec-16	209.11	98 716	6 905	98 716	125.95				98 716	1 675
	14-Dec-17	206.35	55 677	4 084	55 677	118.86				55 677	1 228
	05-Dec-18(8)	205.07	28 465	1 776	28 465	112.38	(28 465)			–	–
	05-Dec-20(9)	93.82	72 103	1 871	72 103	93.82				72 103	2 271
	05-Dec-20	93.82	72 124	2 031	72 124	93.82				72 124	2 542
	05-Dec-21	126.99	55 568	2 406	–	126.99	55 568			55 568	1 643
Total					2 196 595		142 495		–	2 339 0905	59 377

(1)	Unless otherwise indicated, one-third of the SARs are exercisable after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. All SARs must be exercised within seven years after the grant date, upon which date unexercised SARs lapse.
(2)	Offer price of SARs granted before December 2018 is equal to the face value on grant date. Offer price of SARs granted from December 2018 onwards is the five-day VWAP on offer date.
(3)	In terms of the rules of the share schemes, the offer price of SARs that were awarded prior to unbundlings, rights issues, special dividends, etc., was reduced to ensure that the participants were placed in substantially the same position as they were prior to such corporate actions.
(4)	This refers to the increase in value of the SARs of the indicated participants from the offer date to the date of exercise.
(5)	SARs offered from December 2018 onwards, have performance conditions and reflect the number of SARs as if performance conditions were fully met.
(6)	Fair value was calculated using the standard binomial pricing model. The estimated vesting percentage of the 2018 awards and onwards is considered to be the on-target performance level of 60%.
(7)	The expiry dates of these awards were extended to November 2023. As an alternative option to the 2012 SAR awards, a special award of CSPs was also made to employees. Should the employee choose to exercise his 2012 SAR award, the special CSP award will lapse.
(8)	The performance conditions of the 2018 awards were not met and the SARs were forfeited.
(9)	These awards relate to the 2019 award not made and will vest in one-thirds on the second, third and fourth anniversaries of the grant date, respectively.

Prescribed officers

Long-term incentives summary

Conditional Share Plan shares (CSPs)

Directors

Conditional Share Plan shares (CSPs)

Directors

Conditional Share Plan shares (CSPs)

Prescribed officers

Total remuneration (single figure)

Linking pay with the delivery of long-term shareholder value

Total remuneration (single figure)

Executive directors

Prescribed officers

Non-executive directors’ fees

The actual fees paid to non-executive directors are disclosed below (on an individual basis).

Johann Rupert
Chairman of the Remuneration and Nomination Committee