Implementation report

Total emoluments for executive and non-executive directors

Refer to our approach to governance for details of appointments and resignations of executive and non-executive directors.

The emoluments of non-executive directors for the financial year include a fixed retainer and a per-meeting attendance fee.

Independent non-executive directors’ remuneration

The Chairman of the Board is entitled to a fixed retainer and does not receive any other fees or retainer for attendance at Board or Committee meetings. However, as the current Chairman holds this position by virtue of his executive position in The Linde Group, no retainer is currently payable.

Total emoluments for non-executive directors amounted to R3.4 million (2016: R2.4 million). Of this amount, 100% related to fixed remuneration components which are not performance-related.

The fees payable to the independent non-executive directors are reflected below:

Annual review

The Committee reviews the fees annually and makes recommendations to the Board for consideration. Based on the annual review, considering the market data presented, following recommendations from the Committee, the Board proposed the non-executive director fees for shareholder approval at the annual general meeting (AGM). The recommended increase for 2018 as contained in the AGM notice is 6%.

Total emoluments of non-executive directors

The fees payable to the independent non-executive directors are reflected below:

Director and executive management emoluments (R’000) – 2017

Director and executive management emoluments (R’000) – 2016

1 In respect of 2016 financial performance.
2 The Linde Group’s non-executive directors are not reflected as they do not receive emoluments from the Company.
3 Fees paid to BOC Holding PLC.

Share Appreciation Rights scheme (SARs) and Forfeitable Share Plan (FSPs) granted during the year

Vested and non-vested number of rights1

Shareholding of directors and executive management

Interest of directors in contracts

The directors have certified that they had no material personal interests in any transactions of any significance with the company or any of its subsidiaries. Accordingly, no conflict of interest with regard to directors’ interests in contracts exist. There was no change in directors’ interests in contracts and shareholding in the period between the financial year-end and the date of signature of this report.

1 Includes: FSP without performance conditions, FSP with performance conditions and SARs.
* Audit Committee members.
+ Social, Ethics and Transformation Committee member.
~ Nominations, Governance and Management of Resources Committee members.
> Safety, Health, Environment and Quality Committee members.