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MultiChoice South Africa Holdings Proprietary Limited

Integrated annual report 2018

79

Corporate governance review

(continued)

Our remuneration structure

We have outlined the three elements of pay for our executive directors below. The same

principles are applied to employees across the company.

Our pay design links

to our pay principles

1. Pay for

performance

2. Shareholder

alignment

3. Incentivisation

4. Consistency

5. Attract and retain

Pay principle

1 2 3 4 5

(1) Total cost to

company

(TCTC)

h

Guaranteed pay comprising salary plus cash and

non-cash benefits

h

Personal performance is the primary driver for pay

increases

h

Set at a level to ensure we can attract and retain

talent of the required calibre

h

Take into account market practice as well as an

individual’s contribution

*

*

*

*

*

(2) Short-term

incentives

(STIs): Annual

performance-

related

incentive or

STI

h

We operate an annual incentive plan that pays out

depending on performance achieved against

strategic, operational and financial objectives

h

The purpose of the annual incentive plan is to

ensure executive alignment with and focus on the

annual business plan. The achievement of these

annual plans will cumulatively drive long-term

shareholder value

h

The same structure is applied throughout the

organisation to ensure a consistent approach with

measures linked to an individual’s role so that pay

is linked to their contribution

*

*

*

*

*

(3a) Long-term

incentives

(LTIs): Share

appreciation

rights (SARs)

h

A longer-term incentive that pays

out based on the growth in value of the business

h

Awards are made to individuals based on their

contribution to the business

h

The change in value is measured over a five-year

period to ensure focus on the long-term delivery

of shareholder value

*

*

*

*

*

(3b) LTIs:

Naspers

share

options

(SOs)

h

Longer-term awards made in Naspers share options

with payouts based on the growth in Naspers’s

share price over a four- or five-year period

(1)

h

The vesting period has been determined taking

into account practice in companies with which we

compete for talent

h

Provides long-term alignment with Naspers’s

shareholders as value is only delivered to

participants if there is an increase in the share price

*

*

*

*

*

Note

(1)

All awards made from September 2017 onwards in Naspers share options will have a four-year-phased vesting period.

Awards made prior to this time will have a five-year vesting period with vesting at the end of years three, four and five.

Remuneration report

(continued)

for the year ended 31 March 2018