| |
Emoluments paid to the directors, including directors who resigned during the year, and prescribed officers of the Company by the Company and its subsidiaries for the year to 30 September, are set out below:
| |
|
2021 |
|
|
2020 |
|
| Executive directors – shareholding |
Direct |
Indirect2 |
Associate interest |
Direct |
Indirect |
Associate interest |
| Executive directors |
|
|
|
|
| |
| PG Wharton-Hood1 |
300 000 |
862 706 |
– |
300 000 |
862 706 |
– |
| PP van der Westhuizen |
300 136 |
350 600 |
4 832 |
241 636 |
350 000 |
4 832 |
|
| 600 136 |
1 213 306 |
4 832 |
541 636 |
1 212 706 |
4 832 |
| Executive directors – total remuneration earned |
Salaries
R’000 |
Bonus
and
perfor-
mance-
related
payments
R’000 |
Perfor-
mance-
related
bonus
accrual
to be
paid in
cash
R’000 |
Perfor-
mance-
related
bonus
deferral5 |
CEO
acting
allowance
and
bonus3
R’000 |
Other
allow-
ances
R’000 |
Long-term
incentive
schemes
R’000 |
Medical
aid
contribu-
tions
R’000 |
Pension
fund
contribu-
tion
R’000 |
Total
remune-
ration
R’000 |
| 2021 |
|
|
|
|
|
|
|
|
| |
| Executive directors |
|
|
|
|
|
|
|
|
| |
| PG Wharton-Hood1 |
7 800 |
– |
4 460 |
4 660 |
– |
410 |
– |
– |
325 |
17 655 |
| PP van der Westhuizen |
5 500 |
– |
2 579 |
2 695 |
– |
69 |
3 236 |
– |
232 |
14 311 |
|
| 13 300 |
– |
7 039 |
7 355 |
– |
479 |
3 236 |
– |
557 |
31 966 |
| 2020 |
|
|
|
|
|
|
|
|
| |
| Executive directors |
|
|
|
|
|
|
|
|
| |
| PG Wharton-Hood1 |
641 |
– |
– |
– |
– |
10 |
– |
– |
27 |
678 |
| PP van der Westhuizen |
5 333 |
1 853 |
3 394 |
– |
– |
146 |
776 |
6 |
226 |
11 734 |
| PP van der Westhuizen3 |
– |
– |
– |
– |
2 425 |
– |
– |
– |
– |
2 425 |
| Past executive director |
|
|
|
|
|
|
|
|
| |
| SB Viranna4 |
3 083 |
– |
– |
– |
– |
31 |
2 805 |
5 |
129 |
6 053 |
|
| 9 057 |
1 853 |
3 394 |
– |
2 425 |
187 |
3 581 |
11 |
382 |
20 890 |
| 1 |
PG Wharton-Hood was appointed as Group Chief Executive on 1 September 2020. |
| 2 |
The indirect beneficial shareholding is held in the name of Life Healthcare Group Proprietary Limited and subject to vesting conditions. Refer note 19. |
| 3 |
PP van der Westhuizen in his capacity as acting Chief Executive Officer from 18 January 2020 to 31 August 2020. |
| 4 |
SB Viranna resigned as Chief Executive Officer with effect from 17 January 2020. |
| 5 |
Executive directors elected to defer 70% of their on-target performance bonuses, relating to the 2021 financial year, into shares (bonus shares) in Life Healthcare. The award date for the bonus shares will be in FY2022. For each bonus share awarded, the Company will award three matching shares. Additionally the Company will award performance shares to the value of 75% of their annual guaranteed package. The matching and performance shares will only be awarded in FY2022. Vesting in terms of this scheme takes place in four years from the award date.
|
| |
Opening balance at
1 October 2020 |
Awards received during 2021 |
Dividends |
Closing balance at
30 September 2021 |
| Long-term incentive scheme |
Number
of shares |
Issue price
R/share |
Number
of shares |
Date of
issue |
Issue
price
R/share |
Value of
dividends
in respect
of all plans
(R) |
Number
of shares |
Final
vesting
date |
| PG Wharton-Hood |
|
|
|
|
|
|
|
|
| 2021 allocation1 |
862 706 |
17.39 |
– |
n/a |
– |
– |
862 706 |
Dec 25 |
| |
Opening balance at
1 October 2020 |
Awards received during 2021 |
Dividends |
Closing balance at
30 September 2021 |
| Long-term incentive scheme |
Number
of shares |
Issue price
R/share |
Number
of shares |
Date of
issue |
Issue
price
R/share |
Value of
dividends
in respect
of all plans
(R) |
Number
of shares |
Final
vesting
date |
| PP van der Westhuizen |
|
|
|
|
|
|
|
|
| 2021 allocation1 |
350 000 |
17.11 |
600 |
Dec 2020 |
16.45 |
– |
350 600 |
Dec 25 |
|
| Total shareholding
shares |
Directors’ fees
R’000 |
|
| 2021 |
2020 |
2021 |
2020 |
| Non-Executive directors |
|
|
| |
| VL Litlhakanyane2 |
– |
– |
1 154 |
221 |
| MA Brey3 |
n/a - retired |
4 300 349 |
460 |
1 136 |
| PJ Golesworthy4 |
31 224 |
31 224 |
1 134 |
1 061 |
| CM Henry5 |
– |
– |
28 |
– |
| CJ Hess5 |
– |
– |
29 |
– |
| ME Jacobs |
– |
– |
695 |
591 |
| AM Mothupi |
– |
– |
737 |
667 |
| JK Netshitenzhe |
– |
– |
601 |
501 |
| MP Ngatane |
– |
– |
603 |
572 |
| M Sello |
– |
– |
511 |
397 |
| GC Solomon4 |
143 612 |
143 612 |
913 |
729 |
| RT Vice |
– |
– |
796 |
712 |
|
| 174 836 |
4 475 185 |
7 661 |
6 587 |
| 1 |
Refer note 19. |
| 2 |
VL Litlhakanyane was appointed as non-executive director on 15 April 2020 and as the non-executive Chairman of the Board from 27 January 2021. |
| 3 |
MA Brey retired from the Board as director and Chairman with effect from 27 January 2021. His direct beneficial shareholding for 2020 was 716 370, his indirect beneficial shareholding was 3 484 787 and his associate interest was 99 192. |
| 4 |
PJ Golesworthy and GC Solomon’s total shareholding only includes direct beneficial shares. |
| 5 |
CM Henry and CJ Hess were appointed as non-executive directors on 1 September 2021. |
The directors' fees are paid by a subsidiary company of Life Healthcare Group Holdings Limited.
Prescribed officers
In line with the requirements of the Companies Act, the Group discloses the remuneration paid to prescribed officers who are defined as the Group Chief Executive, the Group Chief Financial Officer, Chief Executive Officer – southern Africa and Chief Executive Officer – International.
|
| Total
shareholding |
Salaries
R’000 |
Bonus
and
perfor-
mance-
related
payments
R’000 |
Perfor-
mance-
related
bonus
accrual
to be paid
in cash
R’000 |
Perfor-
mance-
related
bonus
deferral3 |
Other
allow-
ances
R’000 |
Long-term
incentive
schemes
R’000 |
Medical
aid
contri-
butions
R’000 |
Pension
fund
contri-
butions
R’000 |
Total
remuneration
R’000 |
| 2021 |
|
|
|
|
|
|
|
|
| |
| PG Wharton-Hood |
|
|
|
|
|
|
|
|
|
|
| PP van der Westhuizen |
Refer emoluments disclosed under executive directors |
| AM Pyle |
413 227 |
4 079 |
– |
1 811 |
1 891 |
18 |
2 201 |
– |
170 |
10 170 |
| MD Chapman |
640 383 |
5 842 |
– |
2 173 |
2 454 |
254 |
2 201 |
– |
584 |
11 307 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
| PG Wharton-Hood |
|
|
|
|
|
|
|
|
|
|
| PP van der Westhuizen |
Refer emoluments disclosed under executive directors |
| AM Pyle1 |
82 590 |
3 331 |
1 273 |
2 012 |
– |
18 |
405 |
6 |
151 |
7 196 |
| MD Chapman2 |
185 787 |
5 535 |
– |
2 854 |
– |
259 |
– |
– |
569 |
9 217 |
| 1 |
AM Pyle’s direct shareholding is 135 416 and his indirect shareholding is 277 811. Indirect shareholding is subject to vesting conditions. Refer note 19. |
| 2 |
MD Chapman’s direct shareholding is 117 669 and his indirect shareholding is 522 714. Indirect shareholding is subject to vesting conditions. Refer
note 19. |
| 3 |
Prescribed officers elected to defer 70% of their on-target performance bonuses, relating to the 2021 financial year, which they are entitled to in November
2021, into shares (bonus shares) in Life Healthcare. The award date for the bonus shares will be in FY2022. For each bonus share awarded, the Company
will award three matching shares. Additionally the Company will award performance shares to the value of 75% of their annual guaranteed package.
The matching and performance shares will only be awarded in FY2022. Vesting in terms of this scheme takes place in four years from the award date. |
| |
Opening balance at
1 October 2020 |
Awards received during 2021 |
Dividends |
Closing balance at
30 September 2021 |
| Long-term incentive scheme |
Number
of shares |
Issue price
R/share |
Number
of shares |
Issue
price
R/share |
Value of
dividends
in respect
of all plans
(R) |
Number
of shares |
Final
vesting
date |
| AM Pyle |
|
|
|
|
|
|
|
| 2021 allocation4 |
82 590 |
21. 97 |
195 221 |
19.16 |
– |
277 811 |
31 Dec 2025 |
| |
Opening balance at
1 October 2020 |
Awards received during 2021 |
Dividends |
Closing balance at
30 September 2021 |
| Long-term incentive scheme |
Number
of shares |
Issue price
R/share |
Number
of shares |
Issue
price
R/share |
Number
of shares |
Value of
dividends
in respect
of all plans
(R) |
Number
of shares |
Final
vesting
date |
| MD Chapman |
|
|
|
|
|
|
|
|
| 2021 allocation4 |
185 787 |
21.97 |
336 927 |
18.27 |
– |
– |
522 714 |
31 Dec 2025 |
| C convertible shares |
10 000 |
n/a |
– |
– |
(10 000) |
– |
– |
30 Sep 2021 |
No director or prescribed officer has a notice period of more than six months. No director's service contract includes predetermined compensation as a result of termination that would exceed one year's salary and benefits.
|