67 / 280
BUSINESS MODEL
AND STRATEGIC
OBJECTIVES
LEADERSHIP
GOVERNANCE
SHAREHOLDERS’
INFORMATION AND
ADMINISTRATION
OPERATING
PERFORMANCE
FINANCIAL
PERFORMANCE
BLUE LABEL INTEGRATED ANNUAL REPORT 2014
65
Forfeitable share scheme
The forfeitable share scheme vesting criteria for the
2011 share scheme allocation was 25% for retention,
25% for the achievement of non-financial indicators
and 50% determined with reference to growth in CPI
plus 15% over the three-year vesting period.
Vesting of the 2011 share scheme allocations fell due
on 31 August 2014. The Group achieved its
performance targets with the result that there was no
necessity for any forfeitures.
The vesting criteria for the forfeitable shares allocated
in September 2014 for vesting over the next three
years is as follows:
➔
➔
40% for retention (three years from date of
award); and
➔
➔
60% financial (50% for growth in core headline
earnings per share and 10% based on total
shareholder return).
– The 50% for growth in core headline earnings
per share will be based on the following criteria:
– If growth is 5% above CPI over three years,
then 20% of the 50% will vest.
– If growth is 10% above CPI over three years,
then an additional 50% of the 50% will vest.
– If growth is 25% above CPI over three years,
then a further 30% of the 50% will vest.
The 10% for total shareholder return will be based on
a 10% compounded growth in the share price over
the three-year vesting period measured with reference
to the weighted average price per share during the
month of the commencement of the allocation and
the weighted average share price for the month
during which the vesting takes place, plus dividends
over the three-year period.
Executive directors’ service contracts
The three-year service contracts of the four executive
directors expired in November 2013. Mr DB Rivkind,
Financial Director, elected not to renew his contract,
while those of the Joint CEOs, Messrs BM Levy and
MS Levy and the COO, Mr MV Pamensky, were each
renewed for a further three-year period. A three-year
service contract was concluded with Mr DA Suntup,
Financial Director, with effect from 14 November 2013.
Each contract, save for Mr Pamensky’s, includes a
restraint of trade undertaking applicable for a period
of 12 months from the date the executive of his own
accord leaves the employ of the Company. The
restraint of trade is not enforceable in the event that
the employment contract is not renewed by the
Company, or if the executive’s employment is
terminated by the Company.
Non-executive remuneration
Non-executive directors receive fees for their services
on the Board and Board Committees, dependent on
their attendance at meetings, although total fees
payable are capped. Non-executive Directors neither
receive short-term incentives nor do they participate
in the forfeitable share plan of the Company. The fees
payable to the Chairman and non-executive directors
are recommended by the Committee to the Board,
which in turn proposes the fees for approval by the
shareholders at the Annual General Meeting.
Non-executive Directors may be contracted to render
services to the Group in addition to the aforegoing
services from time to time. The remuneration for such
additional services is considered by executive
management and approved by the Chairman of the
Board and thereafter submitted to the Board for its
approval. Details of the fees paid to each of the
non-executive directors during the year are reflected
on pages 200 and 201.
REMUNERATION
REPORT
CONTINUED