Remuneration report

for the year ended 30 September 2017

Nampak's remuneration is designed to facilitate delivery of the group's strategy and is aligned with shareholders' expectations.

INTRODUCTION FROM THE CHAIRMAN OF THE REMUNERATION COMMITTEE

The remuneration report

This year we have followed the same approach as we did in the previous few years in presenting a shortened version of our remuneration report within the integrated report, with the full, detailed report available online at www.nampak.com/About/governance.

Within this report, we have provided a summary of the remuneration policy in the form of a detailed elements table, which sets out our policy regarding the different elements of executive and prescribed officer remuneration, including applicable performance conditions and targets, the target levels of pay and the maximum opportunity. To illustrate what remuneration is payable in different performance scenarios, remuneration mix graphs are provided which indicate the levels of pay at threshold and stretch performance.

The remuneration report
King IV

Nampak has opted to produce a remuneration report which is fully compliant with the requirements of King IV. As such the report will contain the following three major sections:

Voting at the 2018 AGM

As required by King IV, shareholders will be asked to vote on the following in terms of a non-binding advisory vote

  • Remuneration policy
  • Implementation report

As required by the Companies Act, non-executive directors' fees for the coming year will be put to shareholders by way of a special resolution.

We encourage all shareholders to provide feedback and contributions regarding their position on the various voting requirements. We will engage with shareholders as and when required to resolve material issues of concern.

PM Surgey

Chairman of the remuneration committee

Bryanston

2 November 2017

SECTION 1: BACKGROUND

The remuneration committee (the committee) brings experience from its participation on other remuneration committees and board positions, to assist with setting the company's remuneration policy, and directors and prescribed officers' remuneration, according to its charter, which can be found on the website at http://www.nampak.com/Content/Documents/About/remuneration-committee-charter.pdf. The members of the committee and attendance of committee meetings during the year are set out here.

External advice to the committee in 2017

The remuneration structure was reviewed after considering advice from external advisers (PwC) to ensure that it remains appropriate in terms of current best market practice. Independent advisers (Vasdex Associates) were engaged to provide an alternative view on the Nampak remuneration policy, structure and remuneration report disclosure.

Voting outcomes

Results of voting at the 2016 and 2017 annual general meeting are indicated in the table below:

% vote in favour February
2017
%
  February
2016
%
 
Remuneration policy 97.5   97.5  
Non-executive directors’ fees 99.9   99.9  
Activities undertaken in 2017
  • reviewed the guaranteed packages of the executive directors, group executive and divisional managing directors;
  • reviewed performance targets applicable to the short and long-term incentives;
  • established the future performance targets applicable to the short and long-term incentives;
  • considered management’s recommendations for non-executive directors’ fees and the fees for the board sub-committees before recommending to the board and then to shareholders for approval;
  • reviewed vesting of long-term incentives; and
  • reviewed salary increases for all employees.
Achievement of objectives

The committee was faced with the reality of significant retention risk of the CEO and CFO due to the earnings impact from foreign earnings repatriation issues and forex translation gain movements.

The committee thus determined that the outcomes of the current remuneration structures were not achieving the desired objective of aligning pay with performance and retaining executives who are performing well. After discussing with certain shareholders the committee determined that it was in the best interests of Nampak to make “once-off” cash retention awards to the CEO, CFO and group executive: Bevcan of 100% of guaranteed package each during the course of the financial year, for a retention period of three years.

This decision was supported by a view of both executives’ performance and contribution in the prior year where financial incentive targets were not achieved.

The performance targets for the Performance Share Plan (PSP) and the Share Appreciation Plan (SAP) were not achieved in respect of the December 2014 issues and therefore no shares will vest in December 2017.

Areas of focus for 2018
  • we will look to consolidate and simplify the LTI portion of executive remuneration in only awarding PSP awards (no longer making SAP awards to executives);
  • we wish to further simplify our remuneration structures and eliminate one element of double counting value drivers by removing the RONA modifier in the STI arrangement (RONA is already a PSP vesting criteria); and
  • the overall remuneration structures and configuration will be assessed against desired objectives and changes contemplated where required.

SECTION 2: REMUNERATION POLICY

Our remuneration philosophy remains largely unchanged from previous years, and continues to balance the delivery of financial and non-financial measures that underpin the group’s strategy. The objective is to support the attraction and retention of high-calibre and experienced individuals who are able to deliver under challenging conditions. Where certain changes were made, these are discussed in the sections which follow.

Guaranteed package

Retirement funding, life cover, disability cover, personal accident insurance and medical cover are provided on a defined contribution basis and form part of the guaranteed packages. Guaranteed package levels are recommended by the chief executive officer after taking into account market benchmarks, individual experience, current performance and contribution, future career progression as well as resource availability.

The remuneration committee uses the following process to make informed decisions surrounding guaranteed packages and increases:

  • Size and complexity of the role is considered;
  • Director reference levels are established (with assistance from external consultants);
  • Deloitte and PwC provide general market survey data, which takes into account similar companies with comparable market capitalisation and revenue;
  • Director reference levels are benchmarked against the market annually, using comprehensive survey and published data in related industries for each jurisdiction; and
  • Published remuneration of executives in similar roles, rolled forward by the average executive increases, is considered.
Annual cash incentive bonus (STI)

The STI structure for 2017 remained unchanged from 2016. The Nampak STI can vary between an award of 0% of guaranteed package and the maximum potential awards indicated below.

Employee or employee group Group
component
+ Divisional
component
+ Personal
component
= Total
(maximum
STI %)
 
CEO 85%     + 40% = 125%  
CFO 74%     + 31% = 105%  
ED 66%     + 29% = 95%  
Prescribed officers – operations   19%   +   62%   +   14%   =   95%  
Prescribed officers– group support   60%       +   25%   =   85%  
Group component of the STI

The group component of the CEO, CFO, executive director and prescribed officers for the current year is described in the table below. The group component is determined as a rating for group headline earnings per share (HEPS) growth multiplied by a rating for return on net assets (RONA). The RONA target was converted to use a calculation based on a 12-month net asset average and was adjusted for the sale and leaseback transaction. The RONA modifier has been removed for the coming 2018 financial year in order to eliminate duplication with LTI vesting metrics. STIs for South African executives are reduced by up to 15% for non-achievement of employment equity targets.

Guaranteed package

Divisional component of the STI

The divisional component of the STI is only applicable to prescribed officers managing operational divisions. The targets for each metric in the divisional component are different for each particular division but the individual metrics and weightings are consistent across divisions.

Divisional component of the STI

Individual component of the STI

Individual performance targets are set and reviewed by the committee and cover progress on strategic initiatives which are considered by the board to be crucial for future growth and profitability within the group. The key performance indicators for the group for 2017 are indicated here.

The committee has deliberately not set weightings for key performance indicators since the exercise of assessing overall individual performance needs to be done holistically and should not become a mechanical or mathematical exercise.

Discretion of the committee

The committee has discretion to withdraw or change the incentive bonus scheme. In addition, the committee holds overriding discretion on incentive bonus payments including a zero bonus and the RONA threshold target in the event of material corporate and strategic activities occurring, should circumstances warrant.

Annual long-term incentive (LTI) plans

Annual allocations are determined by PwC using market benchmarks which provide for upper quartile earnings for achievement of the top end performance targets. The maximum value of performance awards is set by the remuneration committee each year after taking into account individual performance and contribution, future succession and retention aspects. The standard expected value of the share plan allocations as a percentage of guaranteed package are set out below:

Awards are currently granted to the CEO, executive directors and prescribed officers under the following three plans:

  • Performance share plan
  • Share appreciation plan
  • Deferred bonus plan

The table below indicates the expected value of awards in the various plans applicable to the CEO, executive directors and prescribed officers:

Role Performance
share plan:
expected
value as
% of GP
Share
appreciation
rights plan:
expected
value as
% of GP
Total:
expected
value as
% of GP
 
CEO 65% 15% 80%  
Executive directors 55% 15% 70%  
Prescribed officers 45% 10% 55%  

 

The expected value of allocations under the deferred bonus plan has been excluded from the table as this depends on the number of shares pledged by the particular individual. Participation in the deferred bonus plan is dependent on the extent to which annual incentive bonus targets are achieved. Up to 50% of after-tax cash incentives can be used by directors to purchase shares in terms of the deferred bonus plan.

Performance share plan (PSP)

The PSP provides for the granting of performance share awards to executive directors and group executive committee members on an annual basis. Vesting of shares is conditional on the group achieving specific stretch targets which are set by the remuneration committee at commencement of the three-year performance period. The performance periods commence on 1 October each year and end on 30 September three years later. Shares are allocated in the December immediately after the commencement of the performance period in order to avoid allocations during closed periods and to provide time for the stock market to adjust to the published results.

In order to align participant reward with shareholders’ returns and to support retention strategies, one-third of the shares are released and vest immediately on the vesting date, the second one-third a year after the vesting date and the final one-third two years after the vesting date or five years from the original award date. Additional shares are awarded on the release dates which equate to the dividends that were earned on the vested shares during the performance period.

The performance target for allocations in December 2016 and the proposed performance condition for the December 2017 awards are reflected below:

Role Weight Minimum
vesting
0%
Stretch
vesting
60%
Maximum
vesting
100%
 
Headline earnings per share growth 40% CPI + 9% CPI + 18% CPI + 24%  
Cumulative total shareholder return (TSR) 30% CPI + 9% CPI + 18% CPI + 24%  
RONA 30% Less than 11.5% 11.5% 13.5%  
Share appreciation plan (SAP)

The SAP provides the remuneration committee with an instrument to retain executive directors and group executive committee members as well as providing the chief executive officer with a means to attract and retain talent at senior management levels within the group.

Under the SAP, a number of share appreciation rights are periodically offered to executive directors, group executive committee members and senior managers. These rights are conditional upon the group achieving specific performance criteria relating to real headline earnings per share growth. At the end of the three-year performance period, the number of shares that are released and vest to each participant is determined against achievement of the performance targets. The vesting structure for allocations after 2009 provides for immediate vesting if performance conditions are met and a reduction to seven years from the original award date for vested options to be exercised.

Consistent growth in headline earnings per share supports improved share price performance and forms the basis of the performance target under the SAP. As the SAP provides the retention component under the overall LTI bonus structures and a small component within the overall allocation of shares to directors and group executive committee members, the remuneration committee sets one target. The target ensures that a growth in headline earnings per share in excess of inflation is achieved before any shares vest. Therefore, no linear vesting exists between a threshold and target, and should the target (described below) not be met, no vesting will take place.

The performance target for allocations in December 2016 and the proposed performance condition for the December 2017 awards are reflected below:

Metric Minimum
vesting
0%
Maximum
vesting
100%
 
Headline earnings per share growth < CPI + 6% >= CPI + 6%  
Deferred bonus plan (DBP)

The DBP is the third element of the share plan structure. The purpose of the DBP is to encourage executive directors and group executive committee members to use up to 50% of their after tax annual bonus, awarded at an operating level, to acquire shares in the company that are retained for three years. The incentive to do so is a matching award of the number of shares purchased and held for a three-year period on a one-for-one basis.

The plan supports retention aspects, encourages shareholding by executives and directly aligns executive experience with that of shareholders. For this reason, and also to reflect the fact that performance conditions are applied in order to determine the annual bonus payment, no performance conditions are imposed on the matching awards granted under this plan.

Remuneration mix at minimum, target and maximum

Nampak implements a minimum and maximum approach for the STI scheme and does not implement a target approach. For the purposes of illustration below, 50% of maximum is assumed to represent target. For the LTI awards, target is represented by the value expected at award and maximum represents the value should 100% of the award vest based on meeting performance targets. The LTI component represents the combination of PSP, SAP and dividends. The graphs below for executive directors and prescribed officers represent an average of all employees in those positions.

Fair and responsible remuneration

The committee currently manages fair and responsible remuneration of executive management in relation to the remuneration of all other staff in the following manner:

  • ensuring that other staff generally receive higher annual merit increases than those granted to executive management (other than promotion); and
  • ensuring that the total remuneration levels of executive management are not excessive in comparison to market benchmarks and that other staff are paid competitively in relation to market benchmarks.

In order to tackle this issue more thoroughly in the coming year the committee will, during the course of the 2018 financial year, develop a robust process in order to manage fair and responsible remuneration more comprehensively. This process will include an analysis of the various quantitative techniques available to assist with a gap analysis and concluding on corrective action if required

The process adopted and the quantitative approaches used will be fully described in the 2018 remuneration report.

In the event of redundancy, executive directors and other group executive members are entitled to receive payment, in addition to notice pay, in terms of the Nampak redundancy policy. Redundancy pay for directors is four weeks of pay for every completed year of service calculated using 75% of guaranteed package. The maximum entitlement is capped at 60 weeks. The executive retirement gratuity which is capped at R500 000 was closed to future executive appointments after December 2013.

The service contracts do not contain any other provisions relating to payments due on termination of employment (for whatsoever reason) or following a change of control of the company. In the event of change of control, executive share allocations will be dealt with in terms of the rules of the relevant share plans. Further, the directors have no entitlement to a restraint of trade payment and are not entitled to any other material ex-gratia payment.

Non-executive directors’ fees

Non-executive directors received a base fee for their services as well as a meeting fee based on their participation in board meetings and other committees. The non-executive directors do not receive incentive bonus payments nor do they participate in any of the executive share plans. Non-executive directors are appointed by rotation in terms of Nampak’s memorandum of incorporation.

The chief executive officer recommends the non-executive director fee structures after obtaining input from Deloitte and PwC regarding market movements and current pay practices. Published non-executive directors’ fees and committee fees of companies in manufacturing and companies with similar market capitalisation are also benchmarked. Consideration is given to any changes in the level of complexity of the roles when assessing the fee recommendations. These recommendations are then considered by the remuneration committee (excluding recommendations on their own fees) and the board before being submitted to shareholders for approval in terms of Companies Act requirements.

Payments on termination of employment

The chief executive officer and chief financial officer have indefinite service contracts with a six-month notice period. In order to ensure that the notice period remains relevant and necessary, at the end of September each year, the notice period returns to three months. The committee then reviews and agrees the applicable notice period for the next year. The notice period was renewed for the year ahead.

The group human resources director and the group executive committee members have indefinite service contracts with three-month notice periods.

SECTION 3: IMPLEMENTATION REPORT

The implementation report details the outcomes of implementing the approved policy in the current financial year, as detailed in section 2 of this report.

Deviations from policy

As indicated earlier in this report, after much deliberation and discussion with certain shareholders, the committee decided to make “once-off” retention awards to the CEO, CFO and group executive: Bevcan. This is a “once-off” deviation from current policy.

2017 guaranteed package (GP)

The following increases to GP were implemented in the reporting period for executive directors and prescribed officers, where the new amounts were applicable from 1 October 2016 to 30 September 2017.

  GP at
30 September
2017
  GP at
30 September
2016
% increase  
Executive directors          
AM de Ruyter 7 277 200   6 801 090 7.0%  
GR Fullerton 4 879 200   4 560 000 7.0%  
MMF Seleoane 2 850 000    
FV Tshiqi 3 065 300   2 891 767 6.0%  
Prescribed officers          
C Burmeister 2 890 900   2 722 140 6.2%  
M Khutama1 2 771 600   2 200 000 26.0%  
LD Kidd 2 700 000    
RG Morris 3 528 100   3 341 000 5.6%  
NP O’Brien 2 776 800   2 617 184 6.1%  
EE Smuts2 3 508 100   2 983 704 17.6%  
IH van Lochem 2 700 000    
1 Market alignment increase applied in addition to merit increase of 6.6% to align GP with appropriate market levels for group executive committee member.
2 Market alignment increase applied in addition to merit increase of 5.0% to align GP with appropriate market levels for group executive committee member.

The average merit increase of 6.1% (2016: 3.7%) for executive directors and prescribed officers in the table above compares to an average of 9.6% (2016: 7.7%) for the rest of the company.

2017 STI

The committee’s assessment of performance against targets set for the various elements of the STI are indicated in the table below:

      Group
component
    Divisional
component
    Individual component
Range of final
ratings
    100%     0% – 100%     57% – 100%
Description     The group achieved HEPS growth in excess of CPI +9% as well as the RONA target set for incentive purposes.    

There were varying performance achievements against the EBITDA adjusted for interest, inventory and safety targets.

Bevcan: Strong performance against targets.

Glass and DivFood: Challenging year.

Plastics: Advanced work to sustainably improve performance.

Rest of Africa: Impacted by foreign exchange liquidity.

Refer to the operational reviews for more detail.

   

The key performance indicators for the group are indicated in the table below, together with the degree of performance against target on each.

Each executive director and prescribed officer is measured against an individually configured weighting of KPIs which may vary slightly in definition from the list indicated below.

Key performance indicators Performance
Improve safety performance
Focus on integrity and ethics management
Deleverage balance sheet
Manage liquidity
Manage inventory
Implement DivFood plan
Reduce Bevcan spoilage; ensure solid project execution and minimise impacts of competitor activity
Effect glass operating efficiency improvements and business turnaround
Achieve plastics operational excellence targets, business turnaround and new customers
Ensure world-class project execution
Secure operational excellence
Maintain project pipeline in Rest of Africa
Establish functional Nampak Enterprise Bargaining Forum
Enhance energy and water efficiency
  Good progress made     Some progress, more to come
  Disappointing performance        

The result of applying the ratings indicated in the table above to the relevant reward policy of splits between group, divisional and individual components is indicated in the table below. The employment equity targets were achieved in 2017.

  Group
component
+ Divisional
component
+ Individual
component
= 2017
STI %
of GP
  2016
STI %
of GP
 
Executive directors                    
AM de Ruyter 85% +     27% = 112%   36%  
GR Fullerton 74% +     29% = 103%   37%  
MFF Seleoane 66% +     29% = 95%      
FV Tshiqi 66% +     25% = 91%   27%  
Prescribed officers                    
C Burmeister 19% + 14% + 8% = 41%   61%  
M Khutama 19% + 23% + 10% = 52%   33%  
LD Kidd1 47% +     18% = 65%      
RG Morris 19% + 22% + 12% = 53%   55%  
NP O’Brien 60% +     20% = 80%   23%  
EE Smuts 19% + 57% + 14% = 90%   33%  
IH van Lochem1 7% + 7% + 17% = 31%      
1 STI is calculated on a weighted average for the period before and after appointment as prescribed officers.
2017 LTI performance assessment

PSP awards made in December 2014 will vest in December 2017. The performance period for these awards concludes on 30 September 2017 and these awards will vest according to the following vesting percentages:

Metric Weight Minimum
0%
Maximum
100%
Achievement   Result  
Growth in HEPS 40% CPI + 9% CPI + 24% < CPI + 9%   0%  
Cumulative TSR 30% CPI + 9% CPI + 24% < CPI + 9%   0%  
RoE 30% < 15.5% 17.5% < 15.5%   0%  
Overall result 100%         0%  

SAP awards made in December 2014 will vest in December 2017. The performance period for these awards concludes on 30 September 2017 and these awards will vest according to the following vesting percentages:

Metric Weight Minimum
0%
Maximum
100%
Achievement   Result  
Overall result 100% < CPI + 6% CPI + 6% < CPI + 6%   0%  
The single total figure of remuneration

The following tables disclose the total remuneration received and receivable by executive directors and prescribed officers.

Executive directors

AM de Ruyter

  2017
(R’000)
  2016
(R’000)
%  
Basic salary 7 028   6 369    
Retirement funding 249   432    
GP 7 277   6 801 7.0  
Value of other benefits1 22     20    
Retention/termination4     7 277    
STI 8 165   2 442    
Cash remuneration 15 464   16 540 (6.5)  
SAP awards2      
PSP awards2   755    
Matching awards3 763      
Total remuneration 16 227   17 295 (6.2)  

MMF Seleoane5

  2017
(R’000)
  2016
(R’000)
%  
Basic salary 876        
Retirement funding 74        
GP 950        
Value of other benefits1 3        
Retention/termination        
STI 902        
Cash remuneration 1 855        
SAP awards2        
PSP awards2        
Matching awards3        
Total remuneration 1 855        

GR Fullerton

  2017
(R’000)
  2016
(R’000)
%  
Basic salary 4 545   3 831    
Retirement funding 334   32    
GP 4 879   3 863 26.3  
Value of other benefits1 15     12    
Retention/termination4     4 879    
STI 5 046   1 436    
Cash remuneration 9 940   10 190 (2.5)  
SAP awards2      
PSP awards2      
Matching awards3      
Total remuneration 9 940   10 190 (2.5)  

FV Tshiqi6

  2017
(R’000)
  2016
(R’000)
%  
Basic salary 2 121   2 642    
Retirement funding 178   250    
GP 2 299   2 892 (20.5)  
Value of other benefits1 7     9    
Retention/termination6 961     –    
STI 2 086   766    
Cash remuneration 5 353   3 667 46.0  
SAP awards2      
PSP awards2   367    
Matching awards3 228      
Total remuneration 5 581   4 034 38.3  
Prescribed officers

C Burmeister

  2017
(R’000)
  2016
(R’000)
%  
Basic salary 2 655   2 476    
Retirement funding 236   246    
GP 2 891   2 722 6.2  
Value of other benefits1 9     8    
Retention/termination     –    
STI 1 194   1 664    
Cash remuneration 4 094   4 394 (6.8)  
SAP awards2      
PSP awards2   236    
Matching awards3 131   32    
Total remuneration 4 225   4 662 (9.4)  

LD Kidd7

  2017
(R’000)
  2016
(R’000)
%  
Basic salary 2 341      
Retirement funding 228      
GP 2 569      
Value of other benefits1 8     –    
Retention/termination     –    
STI 1 673      
Cash remuneration 4 250      
SAP awards2      
PSP awards2      
Matching awards3 129      
Total remuneration 4 379      
 

M Khutama

  2017
(R’000)
  2016
(R’000)
%  
Basic salary 2 531   1 992    
Retirement funding 241   208    
GP 2 772   2 200 26.0  
Value of other benefits1 8     7    
Retention/termination     –    
STI 1 466   721    
Cash remuneration 4 246   2 928 45.0  
SAP awards2      
PSP awards2      
Matching awards3      
Total remuneration 4 246   2 928 45.0  

RG Morris

  2017
(R’000)
  2016
(R’000)
%  
Basic salary 3 297   3 067    
Retirement funding 231   274    
GP 3 528   3 341 5.6  
Value of other benefits1 11     10    
Retention/termination     –    
STI 1 900   1 823    
Cash remuneration 5 439   5 174 5.1  
SAP awards2      
PSP awards2   393    
Matching awards3 252   84    
Total remuneration 5 691   5 651 0.7  

NP O’Brien8

  2017
(R’000)
  2016
(R’000)
%  
Basic salary 2 334   2 376    
Retirement funding 211   241    
GP 2 545   2 617 (2.8)  
Value of other benefits1 7     8    
Retention/termination10 1 042     –    
STI 2 030   599    
Cash remuneration 5 624   3 224 74.4  
SAP awards2      
PSP awards2   292    
Matching awards3 191   61    
Total remuneration 5 815   3 577 62.6  

IH van Lochem9

  2017
(R’000)
  2016
(R’000)
%  
Basic salary 1 525        
Retirement funding 149        
GP 1 674        
Value of other benefits1 5        
Retention/termination10        
STI 529        
Cash remuneration 2 208        
SAP awards2        
PSP awards2        
Matching awards3        
Total remuneration 2 208        

EE Smuts

  2017
(R’000)
  2016
(R’000)
%  
Basic salary 3 314   2 731    
Retirement funding 194   253    
GP 3 508   2 984 17.6  
Value of other benefits1 11     8    
Retention/termination10 3 508     3 508    
STI 3 168   989    
Cash remuneration 10 195   7 489 156  
SAP awards2      
PSP awards2   302    
Matching awards3 202   154    
Total remuneration 10 397   4 437 134.3  
1 Other benefits refer to group personal accident cover.
2 SAP and PSP awards disclosed were awarded in December 2014 (2016: December 2013), with the applicable performance period ended 30 September 2017 (2016: 30 September 2016). Values represented are calculated using the VWAP as at 30 September 2017 (2016: 30 September 2016).
3 Matching awards disclosed were purchased in December 2014 (2016: December 2013), with expected matching to occur December 2017 (2016: December 2016) based on employment and not performance conditions. Values represented are at the time of matching since the scheme is a voluntary election and final value is dependent on share price movements. This choice of treatment ensures consistency with the treatment of SAP and PSP awards. 2016 tables have been restated to include the matching award valuation.
4 Cash retention awards paid to the CEO, CFO and group executive: Bevcan in the 2017 financial year in recognition of the performance and contributions made in the 2016 financial year.
5 MMF Seleoane was appointed with effect from 1 June 2017.
6 FV Tshiqi retired with effect from 30 June 2017. Termination pay comprises a gratuity of R500 000, leave pay of R453 948 and a farewell gift to the value of R7 500.
7 LD Kidd appointed to the group executive committee with effect from 1 September 2017. Remuneration disclosed is for the full financial year.
8 NP O’Brien retired with effect from 31 August 2017. Termination pay comprises a gratuity of R500 000, leave pay of R533 918 and a farewell gift to the value of R7 500.
9 IH van Lochem appointed to the group executive committee with effect from 1 September 2017. Remuneration disclosed is for the full financial year.
10 Cash retention award to be paid to the group executive: Bevcan in the 2018 financial year in recognition of the performance and contribution made in the 2017 financial year and secures retention.
The share disclosure tables

Disclosure of the quantum and value of awards outstanding at the beginning of the reporting period, as well as new awards made during the reporting period, will be provided for in the separate and full remuneration report available at www.nampak.com/About/governance.

Non-executive directors’ remuneration 2017/2016

The non-executive director remuneration paid during the year under review (as approved previously by shareholders) and the total comparative figure for 2016 are disclosed below:

Name Directors’
fee
(rand)
Audit
committee
total fees
(rand)
Remuneration
committee
total fees
(rand)
Nomination
committee
total fees
(rand)
Investment
committee
total fees
(rand)
Risk and
sustain-
ability
committee
total fees
(rand)
Social,
ethics and
transfor-
mation
committee
total fees
(rand)
  Total
2017
(rand)
  Total
2016
(rand)
 
RC Andersen4 265 700 300 773 104 400 69 450 113 420 51 783   905 526   799 750  
E Ikazoboh 265 700 86 800   352 500   315 300  
J John5 107 382 72 004   179 386    
RJ Khoza 247 400 63 150   310 550   339 450  
NV Lila3 265 700 179 250 187 400   632 350   623 101  
PM Madi 247 400 78 000 95 600 187 400   608 400   590 600  
TT Mboweni1 1 767 450   1 767 450   1 667 400  
IN Mkhari6 265 700 196 250 145 680 95 600   703 230   616 100  
DC Moephuli2 76 851 26 217 35 017   138 085   397 200  
CWN Molope7 95 151 166 256 35 017   296 424   727 802  
PM Surgey 285 100 17 000 202 500 69 450 95 600 95 600   765 250   710 900  
  3 889 534 931 533 306 900 202 050 450 117 500 417 378 600   6 659 151   6 787 603  
  Directors’ fees are shown including VAT where applicable.
1 Fee includes participation in board sub-committees’ meetings.
2 Fee donated to Transnet Foundation. DC Moephuli resigned from the board and all committees with effect from 1 February 2017.
3 NV Lila took over chairman role of the risk and sustainability committee from CWN Molope with effect from 3 November 2016.
4 RC Andersen took over chairman role of the audit committee from CWN Molope with effect 1 February 2017 and joined the risk and sustainability committee on the same day.
5 J John appointed to the board and audit committee with effect 5 May 2017.
6 IN Mkhari took over the role of chairman of the investment committee from RC Andersen with effect 1 February 2017.
7 CWN Molope resigned from the board an all committees with effect 1 February 2017.