Pioneer Foods

Remuneration

The human capital committee of the board approved the remuneration philosophy, strategy and policy of the Group.

The Company’s remuneration philosophy is anchored on the World at Work total rewards approach and comprises a unique combination of career growth opportunities and recognition, culture and values, compensation, benefits and work environment.

The remuneration strategy’s main aim is to enable the Group to develop, motivate, maintain and retain an internal human capital pipeline; and when necessary attract the requisite skills from the labour market to enable the business’ growth strategy.

The remuneration policy codifies the remuneration principles, processes, practices and procedures to give effect to the Group’s remuneration philosophy and strategy.

The pay mix may comprise a combination of guaranteed pay (total cost to company) and variable pay (short-term incentives and long-term incentives) depending on the level of seniority in the organisational hierarchy.

Guaranteed Pay

The guaranteed pay is generally referenced to the job family market median.

Short-term Incentive

The short-term incentive is essentially a performance bonus that is designed to incentivise management to drive business performance in order to increase shareholder value.

Annual performance bonuses are payable and are based on a combination of performance achieved in terms of profit growth and return on average net assets. Depending on seniority, this amount is limited to an amount that varies between 8,33% and 75% of an annual remuneration package.

An additional incentive, limited to one month’s remuneration package, is payable to executive management, general managers and senior functional managers based on the formula approved by the human capital committee, if pre-determined broad-based black economic empowerment goals are achieved.

Long-term Incentive

The purpose of the long-term incentive scheme is to align the management and shareholder interests and also to enable attraction and retention of key managers over the long-term (at least five years).

To ensure that the long-term incentive keeps employees productively engaged for the duration of this period, a proportion of share options and/or share appreciation rights vest to employees annually.

The human capital committee determines the share allocation to qualifying managers annually in terms of the Share Appreciation Rights scheme. The number of share appreciation rights allocated is based on the multiple of the total remuneration package per year that varies from half a year’s package up to three years’ package. The total value of share appreciation rights allocated takes into account the value of share options and share appreciation rights allocated during the last five years.

Share options and share appreciation rights that have been accepted may be traded at 20% per annum within a maximum period of ten years.

The total number of ordinary shares that may be transferred to employees under the share appreciation rights scheme is limited to 14,5 million shares and represented approximately 7,5% of the issued ordinary shares at the date of approval of the scheme by shareholders.