This report sets out our Remuneration Policy and Remuneration Implementation Report for executive directors and non-executive directors’ remuneration for the 2023 financial year and is presented in three parts:
|Part 1: The background statement which provides context to our Remuneration Policy and performance;
|Part 2: An overview of the forward-looking Remuneration Policy applicable in the 2024 financial year; and
|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 2023.
Remgro’s remuneration philosophy is guided by its sustainability-focused business strategy, including ESG as a key component, the outcome of which is geared to deliver sustainable value and accretive returns for shareholders over the long term whilst simultaneously driving a positive ESG impact that unlocks shared value for all stakeholders.
Due to the nature of the business, the remuneration framework, on an organisation-wide basis, provides for fixed remuneration (i.e. salary and benefits) and a long-term share plan, which only renders value if the performance criteria linked to sustainable value 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 (collectively referred to as shareholder total return) as critical metrics to deliver sustainable value to shareholders over the long term. 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
The current challenging environment that businesses are required to operate in, is widely recognised and covered regularly in the media. Remgro and its investee companies, like all other South African businesses, are expected to successfully and sustainably operate under tough and challenging conditions such as ongoing load shedding, high inflation, high interest rates, sharp increases in electricity prices, foreign exchange volatility, ongoing geopolitical tensions, weak business confidence and unacceptable levels of crime and corruption. This becomes especially relevant as it relates to the impact on consumers and the risk of increased social instability as poverty levels rise. With low levels of expected economic growth, failing state infrastructure relating to energy, transport and logistics in particular, and the slow pace of economic reforms to date, the urgency with which these issues need to be addressed cannot be overstated.
Despite this very challenging business environment, the committee is very pleased with the Group’s performance in managing to maintain the positive earnings momentum despite all the headwinds. The committee is also pleased with the completion of both the Mediclinic Group Limited (Mediclinic) and Distell Group Holdings Limited (Distell)/Heineken International B.V. (Heineken) corporate transactions that were implemented during the year. Both of these transformative transactions have been in the making for many years, and it is satisfying to finally acknowledge their completion.
The finalisation of these transactions marks another inflection point in Remgro’s rich history – prior to implementation, approximately 70% of Remgro’s portfolio could be accessed directly via relevant issuers on various stock exchanges. The ratio between the value of the unlisted and listed portion of our portfolio has completely switched, with the value of the unlisted portion of Remgro’s portfolio now sitting at approximately 70%, materially increasing Remgro’s scarcity factor and positioning it for further growth.
During the year under review, the company made good progress in delivering our other strategic priorities. These priorities remain unchanged and focus on growing our triple bottom line sustainably by unlocking value for our shareholders, efficient capital allocation and continued focus on our sustainability drive.
Management remains committed towards unlocking further value through intensified focus on its core turnaround and growth assets and disposal of non-core assets, combined with a renewed focus on new growth opportunities. The Company also continue its sustainability drive to position Remgro as an ESG industry leader through continuous improvement in disclosure and shareholder engagement.
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 5.80% for the 2023 financial year.
- Employees at management levels received increases of around 6.00% and non-management employees received salary adjustments of on average between 6.25% and 6.5% for the 2023 financial year.
Long-term incentive (LTI) plans
The vesting outcomes for the 2020 LTI awards, for which the performance period ended on 30 June 2023, were 73%. The better than target outcome, should be considered against the background of our analysis of shareholder value creation through the growth in Remgro’s share price over the vesting period. The Remgro share price has grown by 50% over this period (from R98/share to R147/share) which approximates a 14.25% annualised return. When adding the Remgro dividend payments (which ranges between 1.25% to 1.5% per annum over the vesting period) to the growth in share price, this provides for an annualised total shareholder return in excess of 15.5%. The committee is therefore comfortable that the vesting outcome is aligned to shareholder value creation.
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 to deliver not only financial returns for shareholders, but to make a positive ESG impact that delivers shared value to all our stakeholders. 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 within the South African context.
Since 2021, the Group has placed increased emphasis on ESG practices, recognising that the best way to advance our sustainability agenda is by partnering with our investee companies across their value chains to implement ESG principles and the creation of consistent standards that collectively deliver greater and more measurable impact over the long term for all our stakeholders. Within the Remgro holding company, appropriate Strategic and Operational ESG Committees and work groups were established to ensure that Remgro remains engaged with and furthers its values-driven ethos.
Remgro’s approach to ESG and sustainability is anchored in its investment stewardship role. Remgro’s responsible investment principles are at the heart of our decision-making to ensure adherence to robust principles and criteria to deliver sustainable financial returns, alongside the creation of positive, measurable ESG impact. This includes purposefully integrating impact throughout the investment lifecycle where sustainable value can be generated over the long term to improve ESG performance.
Remgro is committed to helping those companies it invests in shape their approach to ESG to ensure our investments reflect our ambition to create environmental, social and economic change throughout our ecosystem. Governance and climate risk mitigation practices have been embedded into Remgro’s value chain activities across the Group and its investee companies’ ecosystem to drive progress.
Journey to date
The first Remgro LTI awards with the ESG measures were awarded in 2020 (being the 2019 and 2020 LTI awards). To further incentivise and motivate management in driving this journey, qualitative ESG measures were incorporated into the Remgro LTI awards in 2021 and 2022, 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. An overview of the specified areas of focus, covered by the 2019 to 2022 LTI awards, are outlined below:
Area 1 – Building Remgro’s ESG foundation/platform:
Referencing the 2019 and 2020 LTI awards, ESG milestones were primarily linked to Remgro’s ESG journey as an investment holding company which requires the successful delivery of:
- Remgro’s ESG terms of reference and policies;
- Remgro’s ESG strategy and approach;
- Remgro’s ESG Investment Framework
For Remgro to achieve a stretch ESG performance outcome on its 2019 and 2020 LTI awards a secondary focus was placed that, in addition to Remgro building an ESG foundation/platform (linked to the milestones outlined above), Remgro should strive to accelerate the execution of an ESG impact within key subsidiary portfolio companies through Remgro’s strategic influence in guiding these companies to embed an ESG focus within their own remuneration policies.
Area 2 – Providing strategic guidance to deliver an ESG portfolio impact:
Referencing the 2021 and 2022 LTI awards, the ESG milestones evolved and were primarily linked to Remgro delivering a portfolio impact on the following earmarked investee companies (who collectively represent circa 80% of Remgro’s INAV):
The anticipated portfolio impact was linked to Remgro successfully delivering strategic influence on the following:
- Development and implementation of ESG-focused investee company board subcommittee including the associated terms of reference.
- Development of a specific investee company formalised ESG strategy and updated remuneration policies embedding ESG principles.
- Assistance with the appointment of ESG providers who can assist investee companies in determining their ESG footprints after which critical environmental measures, such as carbon emissions, across the identified investee companies, can be determined as a baseline measure which can inform aspirational environmental goal(s).
Taking the above criteria into consideration, Remgro’s ESG success rate for the 2021 and 2022 LTI awards were expressed as a governance/influence factor measured with reference to how many earmarked investment companies they successfully strategically influenced referencing the above specified criteria.
- Remgro initiated an Investment Managers’ Conference and implemented a series of Investment Managers’ Workshops to engage on ESG. A key component of this is the introduction of a Standard Operating Procedure for our investment managers to integrate ESG into their investment decisions.
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.
Voting results and shareholder engagement
At the Annual General Meeting (AGM) held on 30 November 2022, 64.91% of Remgro’s ordinary shareholders voted in favour of the Remuneration Policy, with 70.35% 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 the Remuneration Implementation Report, 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.
Action taken/Remgro’s response
Timeline as to when the quantifiable ESG metrics will be introduced
|The intention of the committee and management was to introduce quantifiable ESG metrics as soon as practically possible. For this purpose, the target and stretch measures for 2021, 2022 and beyond were not disclosed in the 2021 Remuneration Report. As a holding company Remgro is not fully aware of the ESG maturity levels at different investee companies and the baseline measures for key ESG measures at these companies.
In 2022, Remgro commissioned a baseline ESG footprint report. This entailed obtaining certain qualitative and quantitative information from selected investee companies. During this process, Remgro assessed the latest leading best practice related to stewardship and has incorporated some of those principles into the baseline questionnaires and to inform target setting discussions.
In 2023, the exercise was repeated to ascertain progress year on year. Feedback demonstrated good progress regarding the amount of ESG information that the investee companies are measuring and tracking. Remgro and its investee companies have implemented numerous ESG processes since the ESG baseline footprint report was first issued in June 2022 and improvements were noted in many areas.
|Should the long-serving non-executive directors still be regarded as independent
|The committee believes on a substance over form basis that long-serving non-executive directors can still be regarded as independent.
The independence of non-executive directors is reviewed annually and those 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.
Furthermore, the Board, led by the Lead Independent Director, considered the independence of the independent non-executive directors, and is satisfied with the overall independence of the Board.
In addition, the committee’s view is that the overriding concern should not be one of enforcing alignment or seeking independence at all costs but should be whether the governing body is knowledgeable, skilled, experienced, diverse and independent enough to discharge its roles and responsibilities fully.
The committee mandated a working group consisting of two of the committee non-executive directors (NEDs) and two executive directors to develop a roadmap to refresh the Board. The principles this roadmap will be developed on, remain: suitable skills, competencies, diversity and independence. The first formal feedback to the committee will be on 4 December 2023.
|The LTI financial performance conditions does not incorporate a sufficient element of “stretch” performance
|As a consequence of Remgro’s investment strategy, which focuses on the delivery of sustainable long-term shareholder value growth and the payment of stable dividends, Remgro designed and implemented a LTI policy which closely mimics its investment strategy.
Historical INAV and free cash flow LTI performance targets were set based on the principle that incentive targets should be stretching yet realistic, given business and economic realities.
Furthermore, with the aim of simplicity, a uniform set of performance targets have historically been used for both the Conditional Share Plan (CSP) awards and the Share Appreciation Right (SAR) awards, although the risk-return profile of the SAR awards only entitles the participants to unlock value associated with the growth in share price – representing a further embedded share price growth performance condition.
The calibration of the historical INAV performance target references a 3-5 year longbond rate which is aligned with vesting period of the CSP and SAR awards. Stretch performance required and additional spread of 5% which approximates a standard deviation of the JSE all share and Top 40 indices (representing two alternative balanced portfolios) over a historical 15-year period.
After careful deliberation and following extensive engagement with shareholders the committee agreed that the LTI financial performance conditions for the 2024 financial year (FY2024) Remuneration Policy (refer to Part 2) should be amended with the following enhancements being proposed for awards made in FY2024 and beyond:
In addition, to further drive performance the committee has also elected to split new LTI awards in a ratio of 75% CSPs and 25% SARs, relative to the historical split of 50% CSPs and 50% SARs.
|The LTI performance conditions does not place a large enough emphasis on the closing of the share price to net asset value (P/NAV) discount.
|The committee is of the view that the historical LTI performance conditions (consisting of ESG, INAV growth and free cash flow growth) collectively drives sustainable value creation for shareholders and wider stakeholders, which endorses the right behaviours that should positively contribute to narrowing the P/NAV discount.
In addition, taking cognisance of the above proposed LTI enhancements, coupled with strategic initiatives, the committee remains confident that the LTI performance conditions will collectively continue to drive the right behaviours going forward.
To further drive alignment with shareholders the committee has also introduced a minimum shareholding requirement (MSR) for the CEO and CFO – set at 375% of TGP for the CEO and 200% of TGP for the CFO. The CEO and CFO will be granted a 5-year period to achieve the MSR. The committee is of the view that MSR should also positively contribute in an attempt to narrow the P/NAV discount.
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 2023 AGM Remgro will put its Remuneration Policy and Remuneration Implementation Report to two separate non-binding advisory shareholder votes (see Ordinary Resolutions Numbers 14 and 15 in the Notice to shareholders) and the committee looks forward to a positive outcome in this regard.
Remuneration and Nomination Committee activities during 2023
The committee’s activities for 2023 were geared towards monitoring the achievement of Remgro’s strategic objectives. In addition to the committee’s normal duties, the committee:
- Reviewed and enhanced the performance criteria (financial, ESG as well as key strategic measures) linked to the LTIs as well as the individual key performance initiatives (KPIs) of the executive team. The revised individual KPIs were aligned with Remgro’s strategic objectives and ESG measures.
- Introduced a MSR policy with the aim to further align executives with shareholders.
- Performed a non-executive director fee benchmark referencing 12 companies, who are in closest proximity to Remgro from a market capital perspective, within the JSE Top 40.
Future areas of focus
During the 2024 financial year the committee will focus on the following forward-looking considerations:
- To continue the journey to align the remuneration strategy with Remgro’s key strategic focus areas (including ESG) 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 develop a minimum shareholding requirement (MSR)framework to introduce at investee companies.
- To conclude the review of 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.
During the 2023 financial year, the committee has engaged two external remuneration consultants namely PricewaterhouseCoopers Inc. (PwC) and REMchannel, to assist management and the Board in performing their duties and responsibilities.
The committee considered the advice, opinions and services received by PwC and REMchannel during the 2023 financial year. The committee is satisfied and regards the consultants as being wholly objective and independent.
The committee is of the view that during the 2023 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 14 and 15 in the Notice to shareholders at the AGM on 4 December 2023.
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 4 December 2023.
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, engagements with shareholders and pre-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
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.
Link to ESG
Link to reward
|Inclusion of ESG measures within the LTI plansIndividual KPIs include specific ESG measures
|TGP of non-management employees is competitive and is positioned around the 75th percentile of the market
All employees participate in the LTI planLower-level employees typically receive higher percentage increases
|Balancing employee interests with that of shareholders by rewarding for the delivery of growth in INAV
Alignment of executive remuneration and shareholder value creation through the adoption of minimum shareholding requirements (MSR)
Aligning to international best practice by incorporating malus and clawback provisions into variable pay
Clear and transparent remuneration reporting
Development of an ESG governance 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 2020.
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 and 2022 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), 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 short-term incentives (STI) in place. For executive directors, prescribed officers and senior managers, the company targets the median of the reference group on a Total Reward (TR) comparison. 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 2024 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.