Remuneration report

The Growthpoint remuneration report comprises four sections:

Part1: Background statement

Part 2: Remuneration policy

Part 3: Implementation of remuneration policy

Part 4: Non-executive remuneration

In line with King IV and the JSE Listings Requirements, shareholders will have the opportunity to exercise a non-binding advisory vote on Part 2 and Part 3 of this report at the 8 December 2020 AGM.

In terms of the Companies Act, shareholders will also have the opportunity to approve the FY21 Non-executive Directors' fees, detailed in Part 4, by way of a special resolution at the 8 December 2020 AGM.

We invite shareholders to engage with us prior to the 2020 AGM on any concerns or issues they may have regarding our remuneration policy. The company's Chairman and the Chairman of the committee will be doing a remuneration roadshow to all major shareholders before the AGM. Shareholders can also engage with the company's Head of Investor Relations directly: Lauren Turner lturner@growthpoint.co.za or +27 11 944 6346.

PART 1: BACKGROUND STATEMENT

The Board of Growthpoint Properties Limited (the company) and the Chairman of the Human Resources and Remuneration Committee (the committee) have pleasure in presenting the company's remuneration report for the financial year ended 30 June 2020. The committee considered the King IV Report on Corporate Governance for South Africa 2016 (King IV) when compiling this report and disclosure has been enhanced as a result. The report sets out the company's current remuneration policy and the detailed implementation and disclosure of remuneration for Executive Directors and Non-executive Directors.

The committee has worked with its independent adviser, PWC, to obtain guidance on the adoption and implementation of appropriate remuneration-related decisions.

The committee endeavours to ensure, to the extent appropriate, consistent application of the company's remuneration policy, which was approved by our shareholders at last years' AGM with strong votes in favour of both the remuneration policy and the implementation thereof. The committee seeks to incorporate the principles of fairness, transparency and consistency when it comes to the company's remuneration practices. The committee presents the FY20 remuneration report which shows alignment between shareholders' returns and Executive Directors' compensation, where both parties have seen a deterioration in returns for the FY20 reporting period. Shareholders' distribution per share (DPS) for FY20 was down 33% on FY19, and distributable income per share (DIPS) was down 16%. The share price declined 45% over the period resulting in a total shareholder return of -39% for the period. In turn Executive Directors' STI rewards have decreased 30% vs FY19, based on the STI scorecard below. The 45% decline in the share price has affected the value of vestings for the Executive Retention Scheme and Deferred Bonus Scheme, as well as shares owned directly in terms of the minimum shareholding requirements applicable to executive directors.

Being the biggest South African, JSE primary listed REIT, Growthpoint is regarded as the domestic industry leader which sets the local benchmark. We remain proud of our remuneration practices.

FY20 performance and challenges

Historically Growthpoint was always one of the last companies in the FTSE/JSE SA REIT Index to report June year-end results, making it easy to perform the peer group benchmarking for the relative financial performance measure. This year however, it was one of the first which meant that peers had not yet shown the impact of the Covid-19 pandemic in their latest reported results. To ensure the relevance and comparability of the peer group data, the committee decided to wait until the end of September 2020 to score the relative financial performance of the company, when all companies in the peer group with a 30 June 2020 year end had reported. The committee also decided to include companies from the FTSE/JSE SA REIT Index that had been impacted by Covid-19, but exclude companies who had not yet released results which included the period 27 March 2020 to 30 June 2020. On this basis, Redefine, Vukile, Equites, Investec, Stor-Age, Arrowhead, Octodec, Hospitality and Accelerate were excluded from the peer group benchmark. Under the circumstances, the committee has considered this to be the fairest approach. The committee also confirms that the same companies that were excluded this year, will be excluded for the FY21 STI calculations, given that they release results later than Growthpoint and as such will show a longer Covid-19 impact in their numbers from which Growthpoint would benefit if we were to include them.

To ensure the independence of the peer group calculations, the committee once again utilised the services of Investec Corporate Finance to perform this work.

Financial measures

With an increasing focus on liquidity, we and many of our peers have decreased or are considering decreasing dividend payout ratios and consequently the committee no longer regards DPS as a true measure of performance. The committee has therefore decided to change the KPI for financial measures from DPS growth to DIPS growth which is a far truer financial performance measure in the current environment.

The company's performance for the first nine months of the financial year was in line with budget and Executive Directors were on track to deliver the FY20 DPS guidance provided to the market. Unfortunately, the significant impact of the Covid-19 pandemic on the business in the last quarter had a substantial negative impact on the absolute financial performance measure (see below) with Executive Directors scoring 0%. Given the defensive nature of the business with risk measures in place to ensure long-term sustainability for all stakeholders, together with the geographic and sector diversification, the company performed better than its peers that had been affected by the pandemic with its DIPS declining 16.05% versus a decline of 25.70% for the peer group, placing it in the upper quartile.

Non-financial measures

Non-financial measures, including environmental, social and governance (ESG) related measures have gained much prominence among investors. ESG is a golden thread that runs through Growthpoint's operations and strategy. To link ESG measures to the total remuneration outcome for Executive Directors, customer satisfaction, transformation and sustainability KPIs have been incorporated in both the STI and the LTI schemes.

It was, however, not possible in the current environment to conduct our annual client satisfaction survey. Instead of making changes to the weightings of the other two non-financial measures, the committee decided to retain the customer satisfaction KPI for FY20 based on the FY19 score.

The committee is proud of the level 2 BBBEE score that the company achieved for the period, which is an endorsement of the company's commitment to transformation in line with its published transformation strategy. Growthpoint's target is a minimum level 4 B-BBEE score.

We embrace sustainability at Growthpoint and we are delighted to be included, for the eleventh year, in the FTSE/JSE Responsible Investment Index. A minimum inclusion score of 2.9 out of 5 was required for the 2019/20 assessment and Growthpoint scored 3.3. Inclusion in the index is necessary to achieve on-target performance and in order to achieve stretch, Growthpoint would need to be a top 30 constituent, which it was not in this assessment period.

SHAREHOLDER ENGAGEMENT AND FEEDBACK

In October 2019, Growthpoint's Chairman of the Board and the Chairman of the committee conducted an extensive remuneration roadshow to all major shareholders to present the first awards under the long-term incentive (LTI) scheme and the new performance scorecard for the short-term incentive (STI) scheme. The 2019 remuneration report was particularly well received by shareholders given the delivery of a remuneration structure that was promised the year before. The committee was highly commended for its consistent approach to remuneration matters. Shareholders particularly liked the high levels of disclosure, third-party verifications of benchmark key performance indicators (KPIs), as well as the inclusion of sustainability elements in the scorecard. Our processes are understandable and include sanity checks throughout. The vote by our shareholders at our November 2019 AGM was an endorsement of our consistent approach to remuneration and ongoing commitment to the highest levels of corporate governance, transparency and disclosure. The implementation of the remuneration structure was approved by shareholders at the 12 November 2019 AGM, with a resounding 97.41% vote in favour of the remuneration policy and 97.02% vote in favour of its implementation.

The committee considered all suggestions. However in its efforts to remain consistent, not all have been incorporated into the FY20 remuneration structure.

  Key themes from the October 2019 remuneration roadshow          
 

Given the risk-averse environment, risk measures should have a higher weighting

   

Risk measures kept consistent with FY19.

Management would have benefited from an increase in the risk measures this year, and the committee didn't feel this was appropriate under the circumstances. The position will be reconsidered next year if there is a change in circumstances

 
 

Regression analysis for benchmarking purposes should be on total remuneration (TR) and not total fixed remuneration (TFR)

   

Our independent advisers PwC performed a regression analysis on TR for peers in the SA REIT Index

 
 

More disclosure needed for personal measures in the FY20 report

   

Due to commercial sensitivities and confidentiality the committee has decided not to provide more details on these measures in the report

 
 

Market capitalisation peer group for TFR benchmarking needs to be updated

   

Our policy is to update this benchmark every three years. As such, it will be updated for the FY21 benchmarking

 

Use of the executive retention scheme (ERS)

In an environment where key skills are scarce, our remuneration policy is a vital tool to ensure that key talent is attracted, motivated, engaged and retained. The ERS is designed to retain senior management over the longer term. The ERS is not awarded on a regular basis, with the last significant initial award having been made in 2014 with 20% of these initial 2014 awards vesting in FY20. For retention purposes an additional 2 914 700 ERS awards were granted in FY20, with 305 600 awarded to Executive Directors, 1 248 000 to Group and SA Executive Committee members and 1 361 100 to senior management. Olive Chauke was the only Executive Director who received awards under the ERS as she had not previously received any awards under this scheme. All awards were made for retention purposes.

ANNUAL FIXED REMUNERATION INCREASES

Given the unprecedented impact of the Covid-19 pandemic, the committee reviewed its strategy for the awarding of the annual July increases. Due to the challenging market conditions, the company did not follow its usual annual remuneration review process, and this is the first time in the company's history that not all employees participated in the increase-award process.

While there is no doubt that all staff have been affected by the global pandemic, the employees most likely to suffer hardship as a result are those on the lower salary ranges. This has been witnessed through the increase in counselling sessions and employee financial assistance granted, since the country went into lockdown on 27 March 2020. In line with the stated principle of fairness, the committee proposed that the Board approve a budget to alleviate the economic impact of Covid-19 on the company's lowermost earners.

The Board approved a budget to assist the committee in achieving this objective and the July 2020 increases were aimed at the lower 80% of earners at Growthpoint that performed satisfactorily, which equates to 456 of the 623 employees, with the top 20% of earners receiving no increases. The salary increases for these staff members were tiered with a maximum increase of 6% awarded to the lowest earners. The increases were effective on 1 July 2020 and are applicable for the period July 2020 to June 2021.

Donations to the Solidarity Fund

To assist those most affected by the impact of the Covid-19 pandemic, the company's Group CEO, RSA CEO and Group FD all pledged one-third of their salaries for three months to the Solidarity Fund. The Chairman and several Non-executive Directors also donated a third of their Board meeting fees for the third quarter of the financial year to the Solidarity Fund.

Conclusion

The committee takes a long-term view on growth and success and strives to incorporate this position into the company's remuneration policies and practices, which are designed to facilitate the delivery of the company's strategy on a sustainable basis.

The committee believes that the remuneration of Executive Directors for FY20 reflects the successful delivery of the company strategy to date in a very challenging and unprecedented environment, in which the company's risk measures and conservative practices have proved their worth. In addition, the committee believes that management have done an excellent job in leading the business through the extremely challenging and unprecedented Covid-19 environment. The committee is also satisfied that the KPIs and targets remain relevant and that Executive Directors are appropriately incentivised for the challenges that lie ahead.

While remuneration is a complex and controversial matter the committee believes that the company's remuneration policy is fair and responsible and is aligned with best practice and that its consistent application will sustain the performance culture in the company that will lead to sustained value creation for all our stakeholders. The committee trusts that shareholders will support the remuneration resolutions at the AGM on 8 December 2020.

Signed on behalf of the Board of Directors

Eric Visser

Human Resources and Remuneration Committee Chairman

PART 2: REMUNERATION POLICY

Fair and reasonable pay

Growthpoint is committed to ensuring that its remuneration policy and philosophy is fair, responsible and aligned to the "equal pay for work of equal value" code of good practice. Central to this philosophy is the principle that overall compensation at Growthpoint is tied to performance at both employee and company level. At the beginning of each financial year, managers identify key performance objectives they want employees to achieve. Delivery against these objectives is assessed twice a year and the employee's annual fixed remuneration is reviewed annually based on the company's and the employee's individual performance outcome which may lead to an increase in the employee's fixed remuneration and the award of a cash performance bonus.

Our pay for performance objectives are as follows:

To ensure that all our employees stay engaged and motivated, we continue to make awards of zero-cost share options to all staff, excluding the Executive Directors and other Executive Committee members under the Growthpoint Staff Incentive Scheme (GSIS).

Growthpoint continues to make strides in ensuring that our total rewards make a significant improvement to the quality of life of our employees, especially those at lower levels. Our goal is to ensure that all our employees, especially those below junior management levels, are paid a living wage. This is defined as the minimum income necessary for a staff member to meet their basic needs. Due to the subjective nature of the term "needs", there is no one universally accepted measure of what must be included in our definition of a living wage and it will vary by household type. Furthermore, the living wage differs from the national minimum wage in that the latter is governed by national legislation and may fail to meet the requirements to have a basic quality of life, leaving the family to rely on various government grants for additional income. Growthpoint's philosophy on the living wage is to provide a level of income that enables our lowest paid employees to afford a modest but decent standard of living. This generally means that our employees, notwithstanding any additional income they may have, should be able to afford food, shelter, clothing, utilities, transport, healthcare and childcare. In addition to fixed and variable pay and awards made under the GSIS, there are benefits enjoyed by employees, which are solely paid for by the employer. These include:

Growthpoint values all staff and strives to ensure that remuneration is structured fairly. Superior performance is encouraged and rewarded. We recognise that remuneration forms an integral part of the employment offering that enables us to attract, reward and retain the talent we require to meet the company's objectives. We are particularly proud of our GSIS and believe that the participation of all employees (excluding executives) in the GSIS, through the granting of zero-cost share options, helps us to create a culture of ownership in which employees are satisfied, engaged and motivated to perform to the best of their ability.

The company participates in annual market remuneration surveys to ensure that our remuneration remains competitive.

As a designated employer (an employer with 150 or more employees), Growthpoint is also required by law, as regulated in the Employment Equity Act, to review its remuneration structure and actual remuneration paid. This analysis is conducted annually to ensure that there are no disparities based on race, gender or arbitrary grounds and that differences are based on justifiable grounds as allowed for in law, for example experience and tenure. Growthpoint also provides a process to advise if gaps exist and how these are being or will be addressed. In terms of section 27(1) of the Employment Equity Act 55 of 1998 as amended, Growthpoint submits to the Department of Labour the Income Differential Statement by 15 January annually.

Elements of remuneration

The organisation-wide remuneration structure provides for fixed and variable elements for its Executive Directors and Executive Committee members (jointly referred to as executives) and all other employees.

Executive remuneration has the following elements:

Total fixed remuneration comprising fixed remuneration and benefits.

Variable remuneration comprising the following short-term and long-term incentives:

  Total fixed remuneration (TFR)  
 

Fixed remuneration

   

Fixed remuneration is paid in cash.

Executive Director's fixed remuneration is targeted at the market median of the comparator group (see below), while remuneration for key employees may be set at the upper quartile to ensure retention and attraction of high performing talent.

 
 

Benefits

   

Competitive benefits for executives and all other employees include a defined contribution provident or pension fund, medical aid schemes, and life cover.

Company-paid benefits include personal accident, dread disease, approved medical gap cover disability and death benefit cover. Variable remuneration Short-term incentive (STI) – cash bonus For Executive Directors

 
  Variable remuneration  
 

Short-term incentive (STI) – cash bonus

   

For Executive Directors, performance measures for the STI include threshold and stretch targets, measured over a 12-month period:

Group measure – 85% of STI1:

65% Financial:

  • 32.5% Absolute DIPS growth relative to budget
  • 32.5% Relative DIPS growth to peers in the FTSE/JSE SA REIT Index

5% Risk Measures:

  • 1% Group LTV ratio
  • 1% debt expiry profile
  • 1% interest rate hedging
  • 1% secured vs unsecured debt
  • 1% Moody's rating

15% Non-financial:

  • 5% Customer Satisfaction Survey
  • 5% Transformation achievements against the Board-approved transformation strategy which links to the internal target on B-BBEE scorecard
  • 5% sustainability achievements relative to inclusion in the FTSE/JSE Responsible Investment Index to achieve on-target performance, and inclusion as a top-30 constituent to achieve stretch

Personal measure – 15% of STI1:

Delivery on strategy and specific personal targets and objectives.

Absolute DIPS is scored relative to budget DIPS which equals guidance DIPS. Budgeted DIPS is set at the beginning of the financial year and is derived from a rigorous bottom-up budgeting process. A 1% delta both up and down determines the modifier for absolute DIPS growth as follows:

Achievement agsinst budget Vesting level Applicable modifier
More than 1% below budget Below threshold 0%
1% below budget Threshold 50%
Equal to budget DPS Target 100%
More than 1% above budget Stretch Capped at 150%

Linear interpolation will occur on the modifier between the threshold and target performance and between target and stretch performance.

Relative DIPS growth is benchmarked to peers in the FTSE/JSE SA REIT Index. For FY21, the same companies that were excluded for the FY20 calculation will once again be excluded. Constituents' DIPS growth is weighted by market capitalisation, including Growthpoint, with all constituents capped at 15%, over a 12-month rolling period and is ranked according to quartiles as follows:

Growthpoint's DIPS quartile ranking relative to FTSE/JSE SA REIT Index constituents Vesting level Applicable modifier
Bottom quartile Below threshold 0%
Lower quartile Threshold 50%
At the median Target 100%
Upper and top quartile Stretch Capped at 150%

Linear interpolation will occur on the modifier between the threshold and target performance and between target and stretch performance.

For FY20, the cash bonus under the STI scheme for Executive Directors was awarded at a maximum of 100% of TFR which was then modified according to performance on the scorecard. From FY21, the cash bonus will be decreased to 75% of TFR, which will then be modified according to performance, to make way for the first vesting of shares awarded under the new LTI scheme introduced in FY19.

The above performance measures apply to all Executive Committee members. However, the weightings between Group and personal measures will vary from member to member.

For all other employees, excluding executives, the annual cash bonus is determined by comparing individual performance to agreed performance objectives.

 
 

Short-term incentive (STI) – deferred bonus under the GSIS

   

All executives' cash bonuses are matched in quantum with a deferred bonus in the form of zero-cost share options, vesting over a three-year period of one third each, following the award date, with no further performance conditions. For FY20, the deferred bonus under the STI for Executive Directors was awarded at a maximum of 100% of TFR which was then modified according to performance on the scorecard.

With effect from FY21 the deferred bonus for Executive Directors will be decreased to a maximum of 50% of TFR, which will then be modified according to performance, to make way for the first vesting of shares awarded under the new LTI scheme introduced in FY19.

The only zero-cost share options awarded to executives are for the deferred bonus as part of their STI.

The committee, in appropriate circumstances and to ensure fairness, applies its discretion to determine an appropriate STI for Executives, ensuring that both the quantum and the change in total STI from the previous year are not grossly misaligned with the overall performance of the company, at all times considering alignment with what shareholders have experienced over the same period.

 
 

Zero-cost options – under the GSIS

   

All Growthpoint employees, excluding executives, are annually awarded zero-cost options under the GSIS that vest over a five-year period. The quantum is based on a target percentage of their fixed remuneration.

Target percentages are linked to market benchmarks and can be increased by approval of the committee for critical skills and individual retention.

The vesting profile allows for 0% of the awards to vest after year one, and 25% to vest in each successive year from year two with the last vesting of each award taking place after five years.

 
 

Long-term incentive executive retention scheme (ERS) awards under the GSIS

   

Executives and a limited number of key senior management participate in the ERS as part of the GSIS. The ERS is a notional share purchase scheme which simulates a share purchase scheme that is half funded with debt.

The initial options granted on 1 April 2014 had an initial strike price of R11.43 based on a 50% discount to the Growthpoint 30-day clean VWAP as traded on the JSE on the day of granting of the initial options.

Each option's strike price is adjusted on a notional basis by:

  • increasing the strike price by 8.25% per annum, compounding on the distribution payment date and representing interest on the notional debt;
  • decreasing the strike price by the actual distribution per share declared and paid by the company.

The characteristics of the ERS provide for perfect alignment between Executive Directors and shareholders, in that the eventual value that an executive will receive under the ERS is driven by the actual DPS, growth in the DPS, and the share price.

These options vest on 1 April each year over eight years and give the option-holder the right to acquire one Growthpoint share at the variable strike price at the vesting date. The vesting schedule in respect of the initial awards is as follows:

1 April 2015 0%
1 April 2016 and 1 April 2017 10% pa
1 April 2018, 1 April 2019 and 1 April 2020 20% pa
1 April 2021 and 1 April 2022 10% pa
 
 

LTI scheme under the GSIS

   

The LTI scheme gives executives conditional rights to shares. It includes threshold and stretch targets and has a forward measurement period of three years with awards settled in shares.

Awards are made based on the LTI award percentage, which is a maximum of 75% of TFR, and expressed as a number of Growthpoint shares based on a 90-day VWAP calculated on an ex-distribution basis, on the grant date.

The FY20 LTI awards will vest in FY22, and the vesting percentage will be subject to the following three-year performance measures:

Financial – 90% of LTI

  • 30% absolute Total Return (TR)2 where TR is measured against Growthpoint's weighted average cost of capital (WACC) calculated as the average risk-free rate over three years, plus 3%
  • 30% relative TR measured against peers in the FTSE/JSE SA REIT Index
  • 30% relative Total Shareholder Return (TSR)3 measured relative to peers in the FTSE/JSE SA REIT Index

Non-financial – 10% of LTI

  • 3.33% customer satisfaction survey
  • 3.33% transformation achievements measured against the Board-approved transformation strategy which links to the internal target on B-BBEE scorecard
  • 3.33% sustainability achievements relative to inclusion in the FTSE/JSE Responsible Investment Index to achieve on-target performance, and inclusion as a top-30 constituent to achieve stretch

Absolute TR will be scored relative to WACC per above. A 1% delta, both up and down, will determine the modifier for absolute TR as follows:

Achievement against WACC Vesting level Applicable modifier
More than 1% below WACC Below threshold 0%
1% below WACC Threshold 50%
Equal to WACC Target 100%
More than 1% above WACC Stretch Capped at 150%
 
       

Linear interpolation will occur on the modifier between the threshold and target performance and between target and stretch performance.

TR and TSR relative to peers in the FTSE/JSE SA REIT Index will be market capitalisation weighted, including Growthpoint, capped at 15%, over a 36-month rolling period and will be ranked according to quartiles as follows:

Growthpoint's TR and TSR quartile ranking relative to FTSE/JSE SA REIT Index constituents Vesting level Applicable modifier
Bottom quartile Below threshold 0%
Lower quartile Threshold 50%
At the median Target 100%
Upper and top quartile Stretch Capped at 150%
 
       

Linear interpolation will occur on the modifier between the threshold and target performance and between target and stretch performance.

The vesting percentage will be multiplied by the number of shares which constituted the award.

To determine the value, the resulting number of shares will be multiplied by the then-current (September 2022) share price based on a 90-day VWAP (ex-dividend).

 
       
1. Group measures and personal measures are 50% each for the Human Resources Director.
2. TR = (Closing Tangible Net Asset Value Per Share (TNAVPS) – Opening TNAVPS) + DPS for the period/Opening TNAVPS. The TNAV is calculated by subtracting intangible assets and adding deferred tax liabilities to ordinary shareholders’ equity.
3. TSR = (Closing 90-day VWAP – Opening 90-day VWAP) + DPS for the period / Opening 90-day VWAP. The VWAP is calculated with reference to the relevant company’s last reporting date (whether interims or finals) and is calculated ex dividend.
 

FY21 remuneration scenarios

The first awards under the LTI scheme were granted in FY19 and will vest in FY21 when the participation ratio for the STI awards will be reduced to 75% for the cash portion and 50% for the deferred bonus portion from the current 100% participation ratio for the Group CEO and SA CEO. The Group FD's participation ratio will increase from the current 65% to 75% in FY21 of which his STI awards will also be reduced to 75% for the cash portion and 50% for the deferred bonus portion. The Human Resources Director will remain at a 35% participation ratio of which her STI awards will also be reduced to 75% for the cash portion and 50% for the deferred bonus portion. The FY21 remuneration scenarios are depicted below, assuming the above changes in the participation of the STI awards, the value for LTI vestings per the table of unvested options below and that TFR increases at 5%:

Group CEO FY21 remuneration scenarios (R)

RSA CEO FY21 remuneration scenarios (R)

Group Financial Director FY21 remuneration scenarios (R)

Human Resources Director FY21 remuneration scenarios (R)

GSIS

The first awards under the GSIS were made in 2008. The aggregate number of options/shares that may be awarded to participants over the duration of the GSIS is currently 75m, representing around 2.5% of the issued shares of the company. As of 30 June 2020, 55.9m shares had been awarded and 7.1m forfeited by participants, leaving 26.2m shares available for issue.

In the case of termination of employment, the GSIS provides for forfeiture of all unvested options. In certain instances, at the discretion of the committee, pro rata future vesting may be allowed (for instance in the case of retirement and death in service).

Service contracts

The Group CEO and RSA CEO have service contracts with Growthpoint which provide for the following:

The Group Financial Director and the Human Resources Director do not have service contracts but have standard employment contracts which only provide for reciprocal six months' notice of termination provisions.

Minimum shareholding requirements

In line with shareholder feedback and in order to align our Executive Directors' interests to those of our shareholders and demonstrate their commitment to long-term growth, minimum shareholding requirements have been introduced. Executive Directors have been given five years from the adoption of the policy or appointment to accumulate their holdings:

Executive director   Shareholding
as at
30 June 2020
Share price
as at
30 June 2020
R13.35
% of FY20 TFR Minimum
shareholding
requirement
Target 2024
Norbert Sasse   2 376 641 R31 728 157 434% 200% of TFR
Estienne de Klerk   2 367 670 R31 608 394 557% 150% of TFR
Gerald Völkel   50 000 R667 500 16% 100% of TFR
Olive Chauke   50% of TFR

Malus and clawback

Deferred bonus shares awarded to executives under the STI scheme, as well as shares awarded to executives under the new LTI scheme, are subject to malus and clawback provisions which are at the discretion of the committee. Malus will be applied to unvested or unpaid incentives and clawback will be applied to vested and settled incentives. Reasons for malus and clawback include:

Earnings from independent subsidiary and associated company appointments

Executive and Non-executive Directors of Growthpoint may be, and are from time to time, appointed to serve on boards of independent companies in which Growthpoint has acquired controlling or strategic shareholdings. Such appointments are made with the approval of Growthpoint's Board. Non-executive Directors of Growthpoint who hold such Board positions are permitted to receive and retain directors' fees paid to them by such subsidiaries or associated companies. Executives of Growthpoint so appointed shall fulfil their roles on the boards of such subsidiaries or associated companies as part of their executive responsibilities towards Growthpoint and any directors' fees earned by them from such companies shall be payable to Growthpoint, except to the extent that the committee may from time to time decide otherwise (as is the case in respect of such fees earned from GOZ Board appointments). Details of the remuneration earned and/or received by Executive Directors, Non-executive Directors and other executives for services rendered to independent subsidiaries and associated companies are reflected in note 23 of the FY20 annual financial statements (AFS).

Executives are not permitted to hold external directorships in other publicly traded entities without the approval of Growthpoint's Board.

Malus and clawback

Deferred bonus shares awarded to executives under the STI scheme, as well as shares awarded to executives under the new LTI scheme, are subject to malus and clawback provisions which are at the discretion of the committee. Malus will be applied to unvested or unpaid incentives and clawback will be applied to vested and settled incentives. Reasons for malus and clawback include:

Earnings from independent subsidiary and associated company appointments

Executive and Non-executive Directors of Growthpoint may be, and are from time to time, appointed to serve on boards of independent companies in which Growthpoint has acquired controlling or strategic shareholdings. Such appointments are made with the approval of Growthpoint's Board. Non-executive Directors of Growthpoint who hold such Board positions are permitted to receive and retain directors' fees paid to them by such subsidiaries or associated companies. Executives of Growthpoint so appointed shall fulfil their roles on the boards of such subsidiaries or associated companies as part of their executive responsibilities towards Growthpoint and any directors' fees earned by them from such companies shall be payable to Growthpoint, except to the extent that the committee may from time to time decide otherwise (as is the case in respect of such fees earned from GOZ Board appointments). Details of the remuneration earned and/or received by Executive Directors, Non-executive Directors and other executives for services rendered to independent subsidiaries and associated companies are reflected in note 23 of the FY20 annual financial statements (AFS).

Executives are not permitted to hold external directorships in other publicly traded entities without the approval of Growthpoint's Board.

PART 3: IMPLEMENTATION OF REMUNERATION POLICY

Fixed remuneration adjustments

Fixed remuneration increases were not awarded to executives nor Non-executive Directors for FY21. Despite this, the committee still considered the relevant comparator group market data for Executive Directors' remuneration, using the same market capitalisation comparator group used for the Non-executive Directors, listed below.

Given there are no real comparator companies in the property sector with the size and complexity of Growthpoint, benchmarking is challenging. Accordingly, in addition to the annual market capitalisation comparator group benchmarking, the committee has undertaken for PwC to prepare an annual regression analysis on both TFR and TR earned by Executive Directors of property companies included in the FTSE/JSE SA REIT Index. Based on the assessment of various regression factors which take into account the size, performance and complexity of the organisation and include aspects such as market capitalisation, distributable income, total assets, total shareholder return, total debt and total square metres under management, a comparative ratio of a maximum of 150% was considered reasonable for TFR.

In the context of TR, once size and relative complexity are considered in conjunction with performance (with variable pay typically comprising two-thirds of TR), a reasonable maximum compa-ratio would range between 167% to 200%, where Growthpoint delivers stretch performance relative to industry peers who delivered a threshold to target level of performance. Based on the regression analysis performed, the committee considered the below compa-ratios to be acceptable.

                GROUP CEO             RSA CEO             GROUP FD            HR Director
    TFR TR TFR TR TFR TR TFR TR
Compa-ratio   106.3% 160.9% 91.1% 138.2% 89.3% 110.1% n/a n/a

FY20 STI outcomes (cash and deferred STI into zero-cost share options)

STI SCORECARDS:

Norbert Sasse

      Threshold Target Stretch        
KPI   Weight 50% 100% 150% Score Quartile
ranking
Modifier Weighted
modifier
Group measure   85.00%           83.55% 71.01%
Financial   65.00%             48.75%
Absolute DIPS   32.50% (1.00%) 0.00% 1.00% (16.05%) n/a 0.00% 0.00%
Relative DIPS   32.50% (26.70%) (25.70%) (24.70%) (16.05%) Upper 150.00% 48.75%
Risk measures   5.00%             5.44%
(1) Group LTV   1.00% 45.00% 40.00% 35.00% 43.90% n/a 61.00% 0.61%
(2) Debt expiry profile   1.00% 2.5 years 3.5 years 4.5 years 3.6 years n/a 105.00% 1.05%
(3) Interest rate hedging   1.00% 65.00% 75.00% 85.00% 80.60% n/a 128.00% 1.28%
(4) Secured vs. unsecured debt   1.00% 80:20 70:30 60:40 43.5:56.5 n/a 150.00% 1.50%
(5) Domestic Moody’s rating   1.00% AA AA+ AAA AA+ n/a 100.00% 1.00%
Non-financial   15.00%             16.82%
Customer satisfaction survey   5.00% 3.80 7.50 8.9 6.5 n/a 86.49% 4.32%
Transformation   5.00% Level 5 Level 4 Level 3 Level 2 n/a 150.00% 7.50%
Sustainability   5.00% Excluded
from FTSE/
JSE RI
Index
Included
in FTSE/
JSE RI
Index
Top 30
constituent
of FTSE/
JSE RI
Index
Included
but not
a top 30
constituent
n/a 100.00% 5.00%
Personal measure   15.00%           80.00% 12.00%
Delivery on strategy and specific personal targets   15.00%           80.00% 12.00%
Total measure   100.00%             83.01%

Based on a 100% participation ratio.

Estienne de Klerk

      Threshold Target Stretch        
KPI   Weight 50% 100% 150% Score Quartile
ranking
Modifier Weighted
modifier
Group measure   85.00%           83.55% 71.01%
Financial   65.00%             48.75%
Absolute DIPS   32.50% (1.00%) 0.00% 1.00% (16.05%) n/a 0.00% 0.00%
Relative DIPS   32.50% (26.70%) (25.70%) (24.70%) (16.05%) Upper 150.00% 48.75%
Risk measures   5.00%             5.44%
(1) Group LTV   1.00% 45.00% 40.00% 35.00% 43.90% n/a 61.00% 0.61%
(2) Debt expiry profile   1.00% 2.5 years 3.5 years 4.5 years 3.6 years n/a 105.00% 1.05%
(3) Interest rate hedging   1.00% 65.00% 75.00% 85.00% 80.60% n/a 128.00% 1.28%
(4) Secured vs. unsecured debt   1.00% 80:20 70:30 60:40 43.5:56.5 n/a 150.00% 1.50%
(5) Domestic Moody’s rating   1.00% AA AA+ AAA AA+ n/a 100.00% 1.00%
Non-financial   15.00%             16.82%
Customer satisfaction survey   5.00% 3.80 7.50 8.9 6.5 n/a 86.49% 4.32%
Transformation   5.00% Level 5 Level 4 Level 3 Level 2 n/a 150.00% 7.50%
Sustainability   5.00% Excluded
from FTSE/
JSE RI
Index
Included
in FTSE/
JSE RI
Index
Top 30
constituent
of FTSE/
JSE RI
Index
Included
but not
a top 30
constituent
n/a 100.00% 5.00%
Personal measure   15.00%           75.00% 11.25%
Delivery on strategy and specific personal targets   15.00%           75.00% 11.25%
Total measure   100.00%             82.26%

Based on a 100% participation ratio.

Gerald Völkel

      Threshold Target Stretch        
KPI   Weight 50% 100% 150% Score Quartile
ranking
Modifier Weighted
modifier
Group measure   85.00%           83.55% 71.01%
Financial   65.00%             48.75%
Absolute DIPS   32.50% (1.00%) 0.00% 1.00% (16.05%) n/a 0.00% 0.00%
Relative DIPS   32.50% (26.70%) (25.70%) (24.70%) (16.05%) Upper 150.00% 48.75%
Risk measures   5.00%             5.44%
(1) Group LTV   1.00% 45.00% 40.00% 35.00% 43.90% n/a 61.00% 0.61%
(2) Debt expiry profile   1.00% 2.5 years 3.5 years 4.5 years 3.6 years n/a 105.00% 1.05%
(3) Interest rate hedging   1.00% 65.00% 75.00% 85.00% 80.60% n/a 128.00% 1.28%
(4) Secured vs. unsecured debt   1.00% 80:20 70:30 60:40 43.5:56.5 n/a 150.00% 1.50%
(5) Domestic Moody’s rating   1.00% AA AA+ AAA AA+ n/a 100.00% 1.00%
Non-financial   15.00%             16.82%
Customer satisfaction survey   5.00% 3.80 7.50 8.9 6.5 n/a 86.49% 4.32%
Transformation   5.00% Level 5 Level 4 Level 3 Level 2 n/a 150.00% 7.50%
Sustainability   5.00% Excluded
from FTSE/
JSE RI
Index
Included
in FTSE/
JSE RI
Index
Top 30
constituent
of FTSE/
JSE RI
Index
Included
but not
a top 30
constituent
n/a 100.00% 5.00%
Personal measure   15.00%           90.00% 13.50%
Delivery on strategy and specific personal targets   15.00%           90.00% 13.50%
Total measure   100.00%             84.51%

Based on a 65% participation ratio.

Olive Chauke

      Threshold Target Stretch        
KPI   Weight 50% 100% 150% Score Quartile
ranking
Modifier Weighted
modifier
Group measure   50.00%           83.55%

41.77%

Financial   65.00%             48.75%
Absolute DIPS   32.50% (1.00%) 0.00% 1.00% (16.05%) n/a 0.00% 0.00%
Relative DIPS   32.50% (26.70%) (25.70%) (24.70%) (16.05%) Upper 15.00% 48.75%
Risk measures   5.00%             5.44%
(1) Group LTV   1.00% 45.00% 40.00% 35.00% 43.90% n/a 61.00% 0.61%
(2) Debt expiry profile   1.00% 2.5 years 3.5 years 4.5 years 3.6 years n/a 105.00% 1.05%
(3) Interest rate hedging   1.00% 65.00% 75.00% 85.00% 80.60% n/a 128.00% 1.28%
(4) Secured vs. unsecured debt   1.00% 80:20 70:30 60:40 43.5:56.5 n/a 150.00% 1.50%
(5) Domestic Moody’s rating   1.00% AA AA+ AAA AA+ n/a 100.00% 1.00%
Non-financial   15.00%             16.82%
Customer satisfaction survey   5.00% 3.80 7.50 8.9 6.5 n/a 86.49% 4.32%
Transformation   5.00% Level 5 Level 4 Level 3 Level 2 n/a 150.00% 7.50%
Sustainability   5.00% Excluded
from FTSE/
JSE RI
Index
Included
in FTSE/
JSE RI
Index
Top 30
constituent
of FTSE/
JSE RI
Index
Included
but not
a top 30
constituent
n/a 100.00% 5.00%
Personal measure   15.00%           90.00% 45.00%
Delivery on strategy and specific personal targets   15.00%           90.00% 45.00%
Total measure   100.00%             86.77%

Based on a 35% participation ratio.

FY20 LTI awards

These awards were granted in FY20 based on the FY20 TFR, which was the TFR at the time of the award. These awards have a forward measurement period of three years, with all FY20 awards vesting in FY22 subject to three-year performance measures.

Name   TFR
FY20
R
LTI
R
# of LTI Awards
issued, based
on a 90-day ex
dividend VWAP
of R23.12
LTI as a %
of FY20
TFR
Norbert Sasse   7 304 850 5 478 638 236 965 75%
Estienne de Klerk   5 673 794 4 255 346 184 055 75%
Gerald Völkel   4 098 600 1 998 068 86 422 49%
Olive Chauke   2 283 831 599 506 25 930 26%

Executive Directors' FY20 remuneration

In the table below, the cash STI and deferred STI awards for FY20 are disclosed. The FY20 deferred STI awards will vest equally in three tranches in FY21, FY22 and FY23 with no further performance measures. ERS awards which vested in FY20 are also disclosed.

Name   TFR
FY20
R
TFR
FY21
R
STI 
Cash 
Bonus1
STI 
Deferred 
Bonus2
ERS 
vesting 
FY203
Cash STI and
Deferred
STI as % of
TFR
R
Total
remuneration
FY20
R
Total
remuneration
FY19
R
%
Change
Norbert Sasse   7 304 850 7 304 850 6 064 000 6 064 000 5 180 516 166% 24 613 336 33 665 145 (26.87%)
Estienne de Klerk   5 673 794 5 673 794 4 668 000 4 668 000 3 940 478 166% 18 950 272 24 924 002 (23.97%)
Gerald Völkel   4 098 600 4 098 600 2 252 000 2 252 000 983 101 110% 9 585 701 10 333 963 (7.24%)
Olive Chauke   2 283 831 2 283 831 694 000 694 000 61% 3 671 831 3 843 008 (4.45%)
1. Calculated at 100% of FY20 TFR for Norbert Sasse and Estienne de Klerk, 65% of FY20 TFR for Gerald Völkel and 35% of FY20 TFR for Olive Chauke with the ratio of Group to personal measures at 85%:15% for all Executive Directors except the Group Human Resources Director whose ratio is 50%:50%. Based on FY20 performance and paid in cash in FY21.
2 Deferred STI zero-cost share options, equal to cash bonus, in respect of FY20 awarded in FY21, vesting equally over three years in FY22, FY23 and FY24.
3. 20% of the initial ERS awards granted in April 2014 vested in FY20. Due to the Covid-19 crisis ERS participants were allowed to defer their April 2020 vesting to April 2021 which participants elected to do.

FY20 remuneration (R)

Executive Directors' single total figure remuneration

The single total figure of remuneration is intended to enhance the transparency of Executive Director remuneration disclosure by consolidating all relevant information relating to current performance into a single table. This table provides a summary of all remuneration that is received or receivable for the FY20 reporting period, and all the remuneration elements that it comprises, where applicable disclosed at fair value.

 

Name   TFR1
STI annual
cash bonus
STI deferred 
bonus – 
one-third2
STI deferred 
bonus – 
two-thirds3
Total
remuneration
R
2019            
Norbert Sasse   6 957 000 8 195 000 2 731 667 5 463 333 23 347 000
Estienne de Klerk   5 378 004 6 294 000 2 098 000 4 196 000 17 996 004
Gerald Völkel   3 726 000 2 853 000 951 000 1 902 000 9 432 000
Olive Chauke   2 173 008 835 000 278 333 556 667 3 843 008
2020            
Norbert Sasse   7 304 850 6 064 000 2 021 333 4 042 667 19 432 850
Estienne de Klerk   5 673 794 4 668 000 1 555 666 3 112 000 15 009 794
Gerald Völkel   4 098 600 2 252 000 750 666 1 501 334 8 602 600
Olive Chauke   2 283 831 694 000 231 333 462 667 3 671 831
1. TFR is made up of basic salary plus provident and medical aid.
2 The STI deferred bonus comprises one-third of deferred STI awarded in respect of FY20 that will vest a year after the award date with no further performance conditions.
3. The STI deferred bonus comprises the remaining two-thirds of the deferred STI awarded in respect of FY20 that will vest more than one year after the award date with no further performance conditions.

Executive Directors' table of unvested awards and cash settlement

This table details all unvested and outstanding awards under the deferred STI, LTI and ERS at FY20. It also details the cash value of all awards made under variable remuneration, deferred STI and ERS awards, that vested in FY20.

    Award
date
Share
price
on grant
R
Opening
number
on 1 July
2019
Granted
during
FY20
Vested
during
FY20
Closing
number at
30 June
2020
Cash
value of
settlements
during
FY20
Estimated
closing
value at
30 June
2020
Norbert Sasse                  
ERS                  
2014 ERS   1 April 2014 22.86 1 600 000 (800 000) 800 000 5 180 516 8 550 018
LTI                  
FY19 LTI   1 October 2018 24.93 209 296 209 296 1 274 880
FY20 LTI   1 October 2019 23.12 236 965 236 965 1 443 421
STI                  
Deferred bonus zero-cost share options                  
FY16 Deferred STI   1 September 2016 26.59 68 125 (68 125) 1 484 444
FY17 Deferred STI   1 September 2017 23.99 165 892 (82 946) 82 946 1 807 393 1 107 329
FY18 Deferred STI   1 September 2018 24.74 275 565   (91 855) 183 710 2 001 520 2 452 529
FY19 Deferred STI   1 October 2019 22.53 363 737 363 737 4 855 889
Total             1 876 654 10 473 874 19 684 065
    Award
date
Share
price
on grant
R
Opening
number
on 1 July
2020
Granted
during
FY20
Vested
during
FY20
Closing
number at
FY20
Cash
value of
settlements
during
FY20
Estimated
closing
value at
30 June
2020
Estienne de Klerk                  
ERS                  
2014 ERS   1 April 2014 22.86 960 000 (480 000) 480 000 3 108 310 5 130 011
2015 ERS   1 September 2015 27.12 480 000 (120 000) 360 000 832 169 3 392 943
LTI                  
FY19 LTI   1 October 2018 24.93 161 793 161 793 985 526
FY20 LTI   1 October 2019 23.12 184 055 184 055 1 121 128
STI                  
Deferred bonus zero-cost share options                  
FY16 Deferred STI   1 September 2016 26.59 51 300 (51 300) 1 117 827
FY17 Deferred STI   1 September 2017 23.99 124 925 (62 462) 62 462 1 361 047 833 868
FY18 Deferred STI   1 September 2018 24.74 212 999 (70 999) 141 998 1 547 068 1 895 673
FY19 Deferred STI   1 October 2019 22.53 279 361 279 361 3 279 469
Total             1 669 669 7 966 420 17 088 618
    Award
date
Share
price
on grant
R
Opening
number
on 1 July
2020
Granted
during
FY20
Vested
during
FY20
Closing
number at
2020
Cash
value of
settlements
during
FY20
Estimated
closing
value at
30 June
2020
Gerald Völkel                  
ERS                  
2016 ERS   1 September 2016 25.88 630 000 (70 000) 560 000 983 101 6 176 250
LTI                  
FY19 LTI   1 October 2018 24.93 72 861 72 861 443 816
FY20 LTI   1 October 2019 23.12 86 422 86 422 526 418
STI                  
Deferred Bonus zero-cost share options                  
FY16 Deferred STI   1 September 2016 26.59 17 101 (17 101) 372 631
FY17 Deferred STI   1 September 2017 23.99 55 888 (27 944) 27 944 608 900 373 052
FY18 Deferred STI   1 September 2018 24.74 96 030 (32 010) 64 020 697 498 854 667
FY19 Deferred STI   1 September 2019 22.53 126 631 126 631 1 690 524
Total             937 878 2 662 130 10 064 727
    Award
date
Share
price
on grant
R
Opening
number
on 1 July
2020
Granted
during
FY20
Vested
during
FY20
Closing
number at
FY20
Cash
value of
settlements
during
FY20
Estimated
closing
value at
30 June
2020
Olive Chauke                  
ERS                  
FY19 ERS   1 October 2019 22.42 305 600 305 600 674 768
LTI                  
FY19 LTI   1 October 2018 24.93 22 881 22 881   139 374
FY20 LTI   1 October 2019 23.12 25 930 25 930 157 948
STI                  
Deferred Bonus zero-cost share options                  
FY17 Deferred STI   1 September 2017 23.99 7 782 (3 891) 3 891 84 785 51 945
FY18 Deferred STI   1 September 2018 24.74 30 111 (10 036) 20 075 218 684 268 001
FY19 Deferred STI   1 October 2019 22.53 37 062 37 062 494 778
Total             415 439 303 469 1 786 814

PART 4: NON-EXECUTIVE REMUNERATION

The following principles apply to the remuneration of Non-executive Directors:

Policy statements on Non-executive Director fees:

  1. The attendance fees for scheduled meetings shall be as agreed by shareholders on the Board's recommendation, at the AGM (November each year);
  2. Each Non-executive Director will be obliged to attend, without compensation, the first 2 (two) unscheduled meetings in any financial year, whether Board meetings or committee meetings;
  3. The Board's annual off-site strategy conference, whether spanning 1 (one) or more days, will be regarded as 1 (one) Board meeting and will be remunerated on that basis;
  4. The Audit Committee meeting each year to review and approve the company's annual integrated report, whether scheduled or not, shall be regarded as a scheduled meeting and committee members in attendance shall be remunerated accordingly;
  5. Subject to point 2 hereof, for an unscheduled meeting involving the Board or any regarded for more than 1 (one) consecutive day, the respective attendance fees shall be paid for each day;
  6. Subject to points 2 and 5 hereof, attendance at meetings of any special-purpose committee appointed by the Board ad hoc shall be remunerated on the basis applicable to an existing committee whose purpose most closely relates to that of the special-purpose committee;
  7. Fees for special assignments, including any shareholder engagement required or property due diligence inspections, of one or more tasked members of the Board or of any committee, which may also include travel on business locally or abroad, are to be agreed upfront with the Chairman of the Board. Travel and fares and reasonable subsistence shall be in line with Growthpoint's relevant policies as they apply to Executive Directors.

Despite the outcome of the benchmarking exercise concluded in FY20 no increases to Non-executive Directors' fees are proposed for FY21.

Schedule of retainer fees and fees payable per meeting

    FY20 Increase % FY21
Basic fee (pa)        
Chairman*   1 385 700 0 1 385 700
Deputy Chairman/Lead Independent Director   178 500 0 178 500
Director   66 400 0 66 400
Attendance fee (x5)        
Board        
Chairman   231 900 0 231 900
Director   74 400 0 74 400
Audit Committee (x5)        
Chairman   69 700 0 69 700
Members   49 500 0 49 500
Risk Management Committee (x4)        
Chairman   62 100 0 62 100
Members   41 700 0 41 700
Property and Investment Committee (x4)        
Chairman   69 700 0 69 700
Members   49 500 0 49 500
Social, Ethics and Transformation Committee (x4)        
Chairman   54 000 0 54 000
Members   34 300 0 34 300
Human Resources and Remuneration Committee (x4)        
Chairman   61 800 0 61 800
Members   41 500 0 41 500
Governance and Nomination Committee        
Chairman   54 300 0 54 300
Members   34 400 0 34 400
* In addition to his duties as Chairman and member of the Remuneration Committee, the Chairman, without any additional remuneration, attended the Risk Management Committee meeting, served as a director of the V&A Waterfront and attended the V&A Waterfront Remuneration Committee meetings in FY20.

In addition to the above meetings, Non-Executive Directors attended an additional four Covid-19 related Board meeting during the year for which they were not remunerated, including the annual Board offsite which was conducted virtually.

Actual fees paid to Non-executive Directors for FY20

The fees paid to Non-executive Directors for FY20 were paid on the basis presented in the tables of the AFS, as approved by the committee and by the Board, on authority granted by shareholders at the AGM held on 12 November 2019.

    Directors'
fees FY20
R
Directors'
fees FY19
R
MG Diliza (Social, Ethics and Transformation Committee Chairman and Property and Investment Committee)   880 900 941 600
PH Fechter2 (Property and Investment Committee Chairman and Audit Committee)   538 800 954 100
LA Finlay (Audit Committee Chairman and Social, Ethics and Transformation Committee)   1 299 500 1 198 100
JC Hayward (Lead Independent Director, Risk Management Committee Chairman, and Audit Committee)   1 207 700 1 124 700
JF Marais (Board Chairman and Human Resources and Remuneration Committee)*   3 105 100 2 783 300
PS Mngconkola (Social, Ethics and Transformation Committee and Risk Management Committee)   816 900 706 400
R Moonsamy (Social, Ethics and Transformation Committee and Property and Investment Committee)   798 600 736 800
NBP Nkabinde (Social, Ethics and Transformation Committee and Risk Management Committee)   816 900 706 400
FJ Visser (Human Resources and Remuneration Committee and Risk Management Committee)   921 000 901 300
N Siyotula1 (Human Resources and Remuneration Committee and Audit Committee)   396 900 811 100
JA van Wyk3 (Property and Investment Committee, Risk Management Committee and Audit Committee)   883 600
FM Berkeley3 (Property and Investment Committee Chairman, Human Resources and Remuneration Committee and Audit Committee)   1 124 600
R Gasant (Risk Management Committee and Audit Committee Chairman)   182 200
Total   12 972 700 10 863 800
* In addition to his duties as Chairman and member of the Remuneration Committee, the Chairman, without any additional remuneration, attended the Risk Management Committee and the Social, Ethics and Transformation Committee, served as a director of the V&A Waterfront, and attended the V&A Waterfront Remuneration Committee meetings in FY20.
1. Mrs N Siyotula resigned from the Board on 12 November 2019.
2. Mr P Fechter retired from the Board on 12 November 2019.
3. Mr JA van Wyk and Mr FM Berkeley were appointed to the Board on 10 September 2019.
4. Mr R Gasant was appointed to the Board on 1 June 2020.
5. Mrs LA Finlay resigned from the Board on 7 July 2020.

Refer to special resolution 2.1 of the Notice of AGM for approval of the Non-executive Directors' fees by shareholders in terms of section 66 of the Companies Act.