Currently viewing: Remuneration report | Next: Share register analysis

 

Remuneration report

King Iv

In alignment with the requirements of King IV, our remuneration report is divided into three parts:

1
PART ONE

Background

The background statement provides context around performance and how this influenced our remuneration decisions.

2
PART TWO

The remuneration policy

The remuneration policy is a forward-looking section that provides an overview of our remuneration philosophy and policy.

3
PART THREE

The implementation report

The implementation report is a backward-looking section that discloses the remuneration and performance outcomes of the executive directors based on the FY22 remuneration policy.

Jim Volkwyn

Shareholder vote outcomes (%)

Shareholder vote outcomes

FY23 focus areas

Key focus areas and decisions taken during the reporting period

The remuneration committee met four times and is satisfied that it achieved its objectives and complied with its statutory duties.

The following key decisions were made:

  • Approved the executive committee goals and targets for FY24
  • Approved the executive committee FY22 bonus, and FY23 salary increases and share awards
  • Approved the non-executive director fees
  • Approved the salary increases, bonuses and share awards for all employees
  • Approved the new PSU and PPS measures and targets
  • Approved the closure of the Irdeto SAR plan
  • Implemented the Showmax Share Plan

Chairman's letter

Dear shareholder,

On behalf of the remuneration committee, I am pleased to present our FY23 remuneration report for the MultiChoice Group. I would like to thank my fellow remuneration committee members, Adv Kgomotso Moroka and James du Preez for their valuable contributions during the year.

I would also like to thank our investors for the constructive engagements prior to the 2022 AGM and for their input provided. In FY22 we achieved the highest shareholder vote since we listed in 2019, which is testament to our ongoing engagements, dialogue and consequent improvements in remuneration policy and its implementation.

Shareholder engagement

Our move away from performance measures that were linked to internal budgets, to more objective metrics that could be measured externally, was positively received by shareholders. They appreciated the changes which aligned business growth with shareholder value creation and made it possible to objectively measure management performance over the three-year vesting period. As refining our approach is an ongoing journey, we continued our engagement with shareholders through individual meetings and calls, as well as by providing a dedicated email address for shareholders to provide feedback, suggestions and comments. During FY23, the Remuneration Committee established a working sub-committee to analyse the feedback received from shareholders and to provide appropriate recommendations for further enhancements. Given the supportive (96%) vote on our remuneration policy at our 2022 AGM, our focus has been on implementing enhancements to our disclosure to demonstrate our commitment to continuous improvement and to align with current market best practice where possible.

Investor Shareholding
as at 31 March 2023 (%)
Meeting date
Allan Gray 6.02 27 February 2023
Sanlam Investment Management 1.61 27 February 2023
Ninety One 0.66 27 February 2023
M&G Investments 7.65 28 February 2023
Aeon Investment Management 0.43 28 February 2023
Argon Asset Management 0.41 28 February 2023
Abax Investments 0.34 28 February 2023
Public Investment Corporation 12.25 1 March 2023

Note: Some of our other large investors were either unavailable or did not raise any concerns.

As the group's strategy to expand its ecosystem, in particular its decision to accelerate the investment to grow our streaming business Showmax (in partnership with Comcast, as announced in March 2023), will have a meaningful impact on the business going forward, it necessitated a review of long term incentive performance metrics at the end of the year to determine whether they remain appropriate. Cognisant of the need to keep the principles of the core metrics consistent, the committee, together with input from Bowmans, adjusted some of the PSU measures to ensure they align with the business strategy, continue to incentivise management fairly and ultimately drive shareholder value creation over the long-term.

Independent remuneration adviser

Bowman Gilfillan is the independent adviser to the remuneration committee, and we are satisfied that their advice is objective and independent.

The rest of the report is divided into three parts, namely the background statement, remuneration policy and implementation report. We look forward to our continuous engagements with you, our shareholders, on our remuneration policy and voting outcomes.

Regards
Jim Volkwyn

1
Background

Our journey

Since listing in 2019, we have made several enhancements to our remuneration approach to align shareholder interests with business objectives, while navigating an evolving video entertainment industry and challenging macro economic environment.

FY19
  • Listed on JSE JSE
FY20
  • Introduced malus and clawback provisions
  • Lowered share scheme cap
  • Increased Minimum Shareholding Requirement (MSR) for key executive management
  • Enhanced retrospective disclosure on performance targets
  • Increased weighting of Performance Share Unit (PSU) vs Restricted Share Unit (RSU)
  • Increased initial vesting period
FY21
  • Shifted executive committee (ExCo) LTIs to 100% performance-linked
  • Introduced Phantom Performance Scheme (PPS) for eligible executives with vesting in years 4-5
  • Disclosed triggers for malus and clawback
  • The Irdeto RSU scheme was implemented
FY22
  • Added retrospective disclosure on Short-term Incentive (STI) and LTI targets
  • Linked LTI targets to external metrics
  • Included ESG performance hurdles
  • Additional disclosure on the PPS scheme
FY23

During FY23, we continued engagements with our shareholders and investors, and feedback was combined under a number of key issues detailed below, which is where we focused our efforts this year.

Shareholder concern/request Our response

Lack of disclosure of executive directors' personal performance objectives

We have included tailored disclosures for our executive directors, with context on the categories of targets and the extent to which they were met (refer below ).

Inclusion of actual performance targets with percentage achieved

We have disclosed the absolute values for these targets, the actual outcome and the percentage of target achieved (refer below ).

Targets do not appear to be sufficiently stretching

We illustrate historic performance, with descriptive context for the target setting process and outcomes in each year (refer to below).

Clarity around mechanics of core HEPS target

Additional details on the core HEPS target have been disclosed, in particular how the weighted average cost of capital is calculated (refer to below).

Nigeria cash extraction targets are not linked to or capped at a specific foreign exchange rate

The Nigeria cash extraction target has been retained for the group Long-term Incentive (LTI) scheme, with additional disclosure included on the measurement thereof and the introduction of risk committee mandates for permissible foreign exchange rates (refer to below).

Option for executives to pledge STI/LTI awards towards MSR

Members of the executive committee can pledge LTI awards (by placing the shares in escrow) to ensure the shareholding requirements are met.

Historic STI incentive outcomes

The table below provides a summary of performance against targets over the past few years, as well as an explanation of circumstances relating to FY23.

Historic STI stretch awards FY20 FY21 FY22 FY23
Revenue
Core headline earnings
Free cash flow
Subscriber growth South Africa
Subscriber growth Rest of Africa
Showmax user base growth
Insurance policy growth N/A N/A N/A

  Missed threshold
Hit threshold
Hit target
Hit stretch

FY23 context:

  • Target setting: FY23 budgets were set as the world exited the COVID-19 pandemic and although the economic environment was uncertain, improvements in trading conditions were expected when setting targets. This did not prove to be the case and the impact of permanent high stages of loadshedding in South Africa (and in other southern Africa markets intermittently), elevated inflation levels and rising interest rates created a strained economic environment for the group to operate in.
  • Outcomes: Notwithstanding this material adverse environment versus target assumptions, the group performed well operationally during FY23, exceeding 90-day subscriber targets in South Africa and the Rest of Africa. This was supported by solid growth from the FIFA World Cup and continued success of the group's local content portfolio.

Showmax paying user growth did not meet target levels, influenced by the weaker SA environment and executive management spending a significant portion of their time on the Comcast, NBCUniversal and Sky partnership announced in March 2023. The DStv Insurance business continued to grow in new and traditional products and met their stretch target.

This operational performance, together with annual price increases and the ZAR translation benefit on USD segments, resulted in the stretch target being met on revenue growth. Despite this revenue benefit, core headline earnings was only met at threshold due to weaker SA margins and an increased investment in Showmax.

Free cash flow fell well short of the FY23 target on the back of lower trading profit and a higher working capital investment. This investment comprised sports rights renewals prepayments and early supplier payments due to a significant financial system upgrade that went live on 1 April 2023.

The english

MultiChoice Group LTI Updates

MultiChoice PSUs

To account for the group's strategic shift from a traditional pay-TV business to a broader consumer platform business, and to incorporate focused investments such as Showmax and KingMakers, the following changes have been made to the 2023 PSU performance measures:

Update  Rationale

Added an Investment Growth metric

 

Given the importance of delivering returns on the investment into new verticals and to ensure new businesses gain the required amount of traction in the early stages, a revenue growth metric has been introduced (initially for Showmax with Moment to follow in subsequent years once it has been launched).

Adjusted Core HEPS growth weighting and targets

 

To account for the introduction of the new metric (above) the weighting of Core HEPS growth has been reduced. In addition, objectives have been linked to hard-coded targets based on current market trends and exclude Showmax and Moment.

Updated Free Cash Flow Conversion Ratio targets

 

Methodology and principles remain unchanged, but targets were updated to align with recent investments which will reduce free cash flow conversion in the medium term.

Updated ESG weighting and targets

 

Given the growing importance of ESG to the group, the weighting of this target has been increased (and weighting of Total Shareholder Return reduced). Some of the specific targets were also updated to ensure they remain relevant as the group gains traction on these important initiatives.

Showmax Share Scheme

Following the announcement of the partnership with Comcast Corporation, it was critical to align performance measures of key management with the long-term performance targets of the new Showmax business to ensure delivery of results that are critical to the group's overall performance. The committee therefore implemented a Showmax share scheme in FY23 (details in Benchmarking ) with the first awards to be made in FY24.

In terms of our policy, executive directors are allocated 25% of their share awards in the form of PPS awards, which are linked to the portfolio of new investments but exclude traditional group businesses such as Showmax. To ensure that executive directors' remuneration is aligned with both the new investments and the Showmax business, the 25% allocation of awards relating to new growth opportunities will be a blend between the existing PPS scheme and the new Showmax scheme.

2
The Remuneration policy

Remuneration philosophy

Our remuneration philosophy is informed by the group's strategy and capital allocation process and enables us to achieve our business objectives. Our commitment to pay for performance aligns with the principle of creating long-term value for our shareholders - it drives our remuneration activities and supports the ownership mentality and spirit of entrepreneurship in our teams around the world.

As far as possible, our pay structure is similar across the business and it exceeds the minimum legal requirements in all the jurisdictions in which we operate. We endeavour at all times to balance the need to compete globally for the best talent with the need to pay fairly and responsibly.

When making executive pay decisions, we consider the individual's performance, the business's performance, the complexity of executives' responsibilities, as well as the growth trajectory and lifecycle of the business unit for which the individual is responsible. Our STIs are aimed at rewarding employees for overperformance in a specific year and are typically capped at a percentage of an employee's salary. Our approach to LTIs strives to ensure executives are invested in driving sustainable performance and shareholder value creation over the long term.

Talent and fairness

We aim to be the preferred employer for prospective and current employees in the sectors in which we operate and to be recognised as a leading employer in our markets.

We focus on recruiting experienced talent for critical areas of product development and service delivery, such as technology, data, digital and content. We also provide opportunities for new, young talent to learn and develop. These, combined with our other internal disciplines, are important to scale our business and deliver our strategic and operational imperatives.

We strive to recruit and retain the best calibre of executive talent to lead the organisation and create value for our stakeholders. Balancing the levels of executive remuneration with the demand to remain competitive in attracting global talent in the video entertainment industry has become challenging.

While we are seeing increasing competition for talent from our OTT competitors across all our markets, our recent partnership with Comcast, NBCUniversal and Sky does provide access to some of the leading OTT talent globally.

Our investments and collaboration with leading educational institutions, industry bodies, partners and subject matter experts enable us to recruit and build young talent to drive our business forward. We grow local talent through the MultiChoice Talent Factory which seeds, incubates and nurtures African storytellers. We develop deep technical TV, film, technology, engineering and data science expertise in partnership with prestigious global institutions like the New York Film Academy, Duke University, Harvard, Wharton, Henley Business School and leading local institutions in each country such as the University of Pretoria and Wits in South Africa.

In recognition of the key role that artificial intelligence, specifically machine learning, will play in unlocking a digital future; we partnered with the University of Pretoria to sponsor the MultiChoice Chair in Machine Learning in 2018. Given its past success over the last five years, the agreement has now been renewed for a second five-year term.

We continuously monitor the level of fair and responsible pay for all our employees and we are aware of pending legislation on pay gap disclosures. Our minimum salary in South Africa is more than three times the current minimum wage requirements set by the government. We are proud of the suite of benefits offered to our employees.

Remuneration structure

The group's remuneration structure applies to the group's executive directors and key senior executives. To provide a more comprehensive view, policies applicable either to different levels of employee and/or different geographic areas are included where appropriate.

Rem policy bg image
    Purpose and description Calculation Eligibility Performance measures On target and stretch
outcomes
Malus and
clawback
Guaranteed pay
Salary Fixed remuneration with consideration given to specific requirements of the role.
In South Africa, we follow the local market practice of total cost to company (TCTC) remuneration, which comprises a basic salary plus cash and non-cash benefits. Outside of South Africa, we follow the market practice of base salary plus cash and non-cash benefits.
Guaranteed pay is reviewed annually and any increases are typically effective from June each year.
Market conditions, group performance, internal comparability, individual experience, performance and level of responsibility within the organisation are taken into consideration and reviewed annually. All employees. Individual performance. None. Not applicable
Benefits Benefits and allowances appropriate to the market and contributing to the wellbeing of employees.
Comprises a suite of competitive employee benefits that vary across countries as per market practice. Examples include:
  • Bursaries for employees and families
  • Wellness benefits such as onsite healthcare and counselling, a gym and a concierge service
  • Work-life balance leave
  • A closed medical aid scheme and retirement scheme with competitive benefits
  • An early childhood development allowance and an onsite crèche
  • Discounts on DStv subscriptions for employees and up to three family members
  • Discounts on DStv Internet
Not applicable All employees. None. None. Not applicable
STI Bonus/short–term incentive Annual performance-related incentives motivate executives to achieve short-term strategic, financial and non-financial objectives over a one-year performance period. This ensures remuneration is aligned with the annual business performance and to drive long-term shareholder value creation. Targets are set at a MultiChoice Group level and at segment/business unit/ country level and applied to employees within these respective areas. The individual performance measures for each executive director are tailored to their roles and responsibilities, which filter down to the employees in those reporting lines. The incentive plan is agreed annually in advance and based on targets that are verifiable and aligned with the specific business unit’s annual business plan. All executive directors have an on-target bonus percentage which is used to calculate the bonus. The on-target bonus percentage will differ for employees according to their roles and responsibilities. The calculation to determine the performance outcome is detailed below: All employees subject to performance criteria. The company performance measures and weightings are set out below:
Performance measure Weighting
Revenue 25%
Core headline earnings
per share
25%
Free cash flow 25%
Subscriber growth* 25%
Performance below threshold results in a 0% payment for the specific measure. Between threshold and stretch, we apply linear progression of the payment from 80% to 120%. The outcome of each measure is capped at 120% of the weighting.
The on-target and maximum STI as a percentage of salary are set out in the table below:
  On target Stretch
CEO 80% 106%
CFO 80% 106%

Malus and clawback provisions are applicable to the MultiChoice executive committee.

Refer to Malus and clawback for more detail.

* Weighted equally between South Africa, Rest of Africa, Showmax and Insurance.

 

    Purpose and description Calculation Eligibility On target and stretch
outcomes
Malus and
clawback
LTI
MultiChoice RSUs and PSUs An award of MultiChoice Group shares registered to the participants subject to an employment condition (continued tenure). For the executive committee, and key senior management employees, achievement of performance conditions applies.
  • RSUs vest over four years in two equal tranches in years three and four. RSUs with performance conditions (PSUs) vest 100% after three years
  • Executives’ awards are 100% PSUs
  • Quantum of PSU vesting is dependent on the achievement of performance conditions. Settlement of the awards takes place on the respective vesting date of the awards and at the Remco’s discretion
  • Dividends are not payable on unvested shares
Executives, senior management, and employees with scarce and critical skills are eligible to participate.
Executive director awards are split between the following LTI performance plans:
  PSU PSS &
Shomax
CEO 75% 25%
CFO 75% 25%
The annual LTI awards are capped at percentages as set out in the table below:
  On target
CEO 215%
CFO 185%
Rest of executive committee and select executives 165%

Malus and clawback provisions are applicable to the MultiChoice executive committee.

Refer to Malus and clawback for more detail.

  Performance measures
 

The group performance measures for PSU awards and weightings are set out as follows:

  Weight Threshold
(50% vesting)
Target
(75% vesting)
Stretch
(100% vesting)
Details
Core HEPS growth 25% 8% 10% 12%
  • Growth to be measured over a three-year rolling average based on year end results, on the vesting date in year three, and excludes Showmax and Moment.
Investment growth 15% Grow FY23 revenues
by a multiple of 4x
Grow FY23 revenues
by a multiple of 6x
Grow FY23 revenues
by a multiple of 7x
  • Growth to be measured after year three based on Showmax FY23 revenue.
Free cash flow conversion ratio 15% 78% 82% 86%
  • Conversion ratio is calculated using the formula below and measured on the vesting date in year three:
  • Free Cash Flow (pre-tax)/Trading Profit on a three-year cumulative rolling basis (excluding KingMakers and Moment).
Nigeria cash extraction 10% 70% 75% 80%
  • Measured based on the extraction of net cash (naira margin) generated in the year.
Total shareholder return 20% Median of
comparator group
Average of Median and
Upper Quartile of
comparator group
Upper Quartile of
comparator group
  • The TSR measure is based on share price growth and dividend yield.
  • Measured based on three-year compound annual growth rate on the vesting date in year three.
  • Measured relative to the following comparator group: Vodacom, MTN, Telkom, Shoprite, Clicks, Bidvest, Discovery, Mr Price, TFG.
ESG 15% Based on a blend of external agency ratings and company specific measures
ESG metrics
    Purpose and description Calculation Eligibility Performance measures Malus and
clawback
LTI LTI
PPS plan A phantom award of value to the participants subject to an employment condition (continued tenure), where the value of the units awarded, at grant and settlement, is based on the value of the underlying portfolio of new investments and performance conditions on a like-for-like basis.
  • PPS units vest over five years in two equal tranches in years four and five
  • Vested units are settled on exercise by delivery of MCG shares, up to the tenth anniversary of the award date
  • 100% of awards are linked to performance conditions. The returns are measured based on the growth in the portfolio valuation on a like-for-like basis
  • The portfolio performance is calculated at the date of vesting in year four and in year five
Select executives involved with strategic investments The value is linked to the value of the portfolio of new investments and will vest 50% in years four and five respectively. The returns are measured based on the growth in portfolio valuations. The minimum vesting performance threshold is 12.5% growth per annum, and 100% vesting is achieved at a growth in the portfolio value of 25% per annum, with linear interpolation between these levels.

Malus and clawback provisions are applicable to the MultiChoice executive committee.

Refer to Malus and clawback for more detail.

Irdeto RSUs and PSUs A phantom award of value to the participants is subject to an employment condition (continued tenure). For the Irdeto executive committee, achievement of performance conditions applies. No awards are made to MultiChoice Group executive directors.
  • RSUs vest over four years – awards vest in two equal tranches in years three and four
  • PSUs vest 100% after three years
  • Irdeto executives’ awards are 100% PSUs and split 60:40 between Irdeto PSUs and MCG PSUs
  • The quantum of PSU vesting is dependent on achievement of performance conditions
  • Settlement of the awards will take place on exercise by delivery of MCG shares, up to the expiry date four years post vesting
Irdeto employees Performance measures and weightings are set out below:
Performance measure Weighting
Revenue 15%
Revenue share of external business 30%
EBITDA 30%
Free cash flow 25%

Malus and clawback provisions are applicable to the Irdeto executive committee.

Refer to Malus and clawback for more detail.

Showmax RSUs and PSUs A phantom award of value to the participants is subject to an employment condition (continued tenure). For the Showmax executive committee, achievement of performance conditions applies.

No awards were made in FY23 and first awards to be made from FY24.
  • RSUs vest over four years – awards vest in two equal tranches in years three and four
  • PSUs vest 100% after three years
  • Holding period of seven years post vesting
  • Showmax executives’ awards are split 70:30 between Showmax PSUs and MCG PSUs
  • The quantum of PSU vesting is dependent on achievement of performance conditions
  • Settlement of the awards will take place on exercise by delivery of MCG shares, up to the expiry date seven years post vesting
Showmax employees and select executives involved in the delivery of results of the business Performance measures and weightings are set out below:
Performance measure Weighting
Revenue 25%
Core headline earnings
per share
25%
Free cash flow 25%
Subscriber growth* 25%

Malus and clawback provisions are applicable to the Showmax executive committee.

Refer to Malus and clawback for more detail.

 

Benchmarking

We strive to be consistent, offering remuneration packages that help attract and retain the best talent in our market. We consider market practices, business requirements and the calibre of the individual in our recruitment processes. We benchmark our remuneration using the Old Mutual Remchannel Survey in South Africa and the Mercer Total Remuneration Surveys in the Rest of Africa. For executives, who we sometimes recruit globally, we use the LMO Executive Survey and the Willis Towers Watson Executive Survey. In addition, we use bespoke benchmarking using input from our remuneration adviser when appropriate.

We target our guaranteed salary at the median of the market with exceptions based on performance and critical skills.

For the executive committee, we benchmark remuneration against the same peer group of companies used for the TSR measure, i.e. Vodacom, MTN, Telkom, Shoprite, Clicks, Bidvest, Discovery, Mr Price and TFG. Our approach to performance incentives is to award STIs below the average of our peer group and a higher LTI component as we believe this will ensure alignment to shareholder interests. This approach ensures that our blended outcome for our executive committee including both STI and LTI aligns with the market.

Malus and clawback

We believe inappropriate conduct should not be rewarded. To protect stakeholders against inappropriate conduct by executives, malus and clawback provisions apply to all variable pay (STI and LTI) for the MultiChoice executive committee. These provisions enable us to recover variable remuneration awards made, based on the occurrence of a trigger event caused by the participant, which led to loss or damage incurred by the group.

Trigger events include, but are not limited to:

  • The group or any subsidiary's financial statements having been materially restated
  • The executive having deliberately misled the group or any subsidiary, the market and/or the group's shareholders regarding the financial performance or position of the group
  • The executive's actions brought the group, subsidiary and/or the executive's business unit into significant disrepute
  • The executive's actions amounted to gross misconduct or a material error
  • The subsidiary or the business unit in which the executive works having suffered a material risk management or compliance failure
  • Any other matter which, in the reasonable opinion of the remuneration committee, is required to be taken into account to comply with prevailing legal and/or regulatory requirements

Malus will be applied prior to the vesting and/or payment of any STI or LTI. Clawback will be applicable for up to three years after the vesting and/or payment of any STI or LTI.

Service contracts

Executives' service contracts comply with terms and conditions of employment in the jurisdiction where they are employed. Executives' contracts do not contain guaranteed payments on termination. Details of the date of appointment and relevant notice period for executive directors are set out in the table below:

CP Mawela TN Jacobs
Date of appointment in the current role 1/11/2018 1/11/2018
Notice period 6 months 6 months
Restraint period 12 months 6 months

Recruitment policy

On the appointment of a new executive, the individual's package will typically be in line with the principles as outlined here. To facilitate recruitment, it may be necessary to compensate for remuneration forfeited on exiting the previous employer. This will be considered on a case-by-case basis and may comprise cash or shares.

Termination policy

Payments in lieu of notice may be made to executives for the unexpired portion of the notice period. On cessation, of employment, there is no automatic entitlement to an annual performance-related incentive (bonus). However, the committee retains the discretion to award a bonus to a leaver during the financial year considering the circumstances of their departure.

Termination provisions related to LTI plans are as follows:

LTI termination provisions

Death, ill health, disability or other event approved at the board's discretion

  • All unvested awards will be accelerated and fully vest on the date of termination of employment. If applicable, the outcomes of PSUs and PPS thresholds will be reviewed by the remuneration committee on a case-by-case basis.

Redundancy or termination as a result of a business disposal or change of control/jurisdictional issue or retirement

  • Vesting of the awards will be accelerated on a pro rata basis. However, the pro rata portion will only be applicable to the next upcoming vesting portion. If applicable, the outcomes of PSU and PPS thresholds will be reviewed by the remuneration committee on a case-by-case basis.

For other causes

  • All unvested awards will lapse.

Minimum shareholding requirement

To encourage individual shareholding in the group and to align with shareholders' interests, the following minimum shareholding is required for all members of the executive committee. To allow time for the executives to build up a shareholding in the MultiChoice Group, these MSR requirements are to be met by July 2024 for current executives. The timeframe for new executive committee members to reach the MSR is five years from the date of appointment.

MSR as
% of salary
CEO 300%
CFO 200%
Executive committee 100%

Members of the executive committee can pledge LTI awards (by placing the shares in escrow) to ensure the shareholding requirements are met.

Remuneration policy applicable to non-executive directors

Terms of appointment

The board has clear procedures for the appointment and orientation of directors, and annual self-evaluations are completed by the board and its committees. The nomination committee periodically assesses the skills and diversity represented on the board and determines whether these meet the group's needs. Directors are invited to give their input in identifying potential candidates. Members of the nominations committee propose suitable candidates for consideration by the board and a fit-and-proper evaluation is performed for each candidate before they are considered/appointed.

Retirement and re-election of non-executive directors

All non-executive directors are subject to retirement and re-election by shareholders every three years. Additionally, non-executive directors are subject to election by shareholders at the first suitable opportunity for interim appointments. The names of non-executive directors submitted for election or re-election are accompanied by brief biographical details to enable shareholders to make an informed decision on their election. The reappointment of non-executive directors is not automatic.

Setting non-executive directors' fees

The fee structure for non-executive directors is designed to ensure we attract, retain and appropriately compensate a diverse and experienced board of non-executive directors. Non-executive directors receive an annual fee as opposed to a fee per meeting, which recognises their ongoing responsibility to ensure effective governance of the group. Remuneration is reviewed annually and is not linked to the group's share price or performance. Non-executive directors do not qualify for share allocations under the group's incentive schemes. A comprehensive benchmarking exercise is performed using PwC's non-executive director surveys and this is tabled annually for consideration by the remuneration committee and the board to determine what the proposed directors and committees' fees should be.

Directors on the MultiChoice Group board have cross-membership on the South African major subsidiary boards: MultiChoice South Africa Holdings Proprietary Limited, MultiChoice South Africa Proprietary Limited and Showmax Africa Holdings Limited. Non-executive directors with such cross-memberships receive a single fee at a MultiChoice Group level.

Non-binding advisory vote on remuneration policy

The remuneration policy, as set out in Part 2, will be subject to a non-binding advisory vote by shareholders at the AGM on 24 August 2023.

Fiesta

 

3
The implementation report

This section explains how the remuneration policy was implemented in the reporting year and reflects the resulting payments each director received (backward looking). All decisions in relation to executive remuneration were made in line with our remuneration policy for this financial year.

Salary adjustments

The committee approved a 5% salary increase in FY23 for all employees in South Africa which was determined through a collective bargaining process. To show our commitment to improving the lives of our lower-level employees, we applied a tiered approach where higher increases were prioritised to the lower levels grades while senior management received lower increases. Increases in other countries varied based on economic conditions, inflation, market trends and internal comparability.

Short-term incentives

FY23 group/financial goals

In this section we outline the actual STI outcomes for each financial performance measure relative to the target set at the beginning of the financial year. At the request of shareholders, we have provided the absolute values for targets and the actual outcomes for the year under review:

FY23 STI Weight
(%)
Threshold
(80%)
Target
(100%)
Stretch
(120%)
On-target outcome
(%)
FY23
targets
FY23
Actuals
% of target
achieved
FY23 outcome
(%)
Revenue 25 2% below target On-target 2% above target 25 R57.4bn R59.1bn 103 30.0
Core HEPS 25 10% below target On-target 10% above target 25 R8.80 R8.28 95 23.7
Free cash flow 25 10% below target On-target 10% above target 25 R5.5bn R2.9bn 52 0.0
Subscriber growth South Africa 6.3 5% below target On-target 5% above target 6.3 286k 294k 103 7.0
Subscriber growth Rest of Africa 6.3 5% below target On-target 5% above target 6.3 1 125k 1 410k 125 7.5
Subscriber growth Showmax 6.3 5% below target On-target 5% above target 6.3 336k 214k 64 0.0
Insurance policyholder growth 6.3 5% below target On-target 5% above target 6.3 435k 458k 105 7.5
Total 100 100 75.7

Long-term incentives

In FY23, the outcome of the 2020 PSU awards vested as detailed in the table below.

FY23 LTI Weight
(%)
Threshold
(50 vesting%)
Target
(75% vesting)
Stretch
(100% vesting)
On-target Vesting
(%)
FY23
targets
FY23
Actual
% of target
achieved
FY23 vesting
(%)
Core HEPS(1) 25 5% below target On-target 5% above target 18.75 R4.30 R8.28 193 25.0
Free cash flow (cumulative)(2) 50 5% below target On-target 5% above target 37.5 R8.2bn R14.1bn 172 50.0
Return on capital employed(3) 25 5% below target On-target 5% above target 18.75 32% 42.4% 133 25.0
Total 100 75 100
(1) As the target was set at the outset of COVID-19, they were based on uncertain and volatile economic conditions that influenced forecasts. Management took full advantage of the crisis and uncertainty in the market to aggressively outperform against expectations. Operational performance was strong throughout the three-year period, with subscriber numbers growing by 4.0m 90-day active subscribers, notwithstanding a challenging economic environment, including the impact of COVID-19 and increasing competition from OTT. This was supplemented by strong cost discipline resulting in cumulative savings of R3.9bn. This strong operational performance resulted in the group significantly exceeding the target.
(2) Free cash flow was above the stretch target primarily due to the better than stretch target earnings growth. Significant savings were achieved over the three-year period through the acceleration of the group's cost optimisation programme at the onset of COVID-19 and consistently in the years that followed. Over the three-year period, the group achieved R3.9bn in cost savings, well above the budgeted R2.8bn savings over the same period. Capital expenditure was managed below target levels throughout the three-year period and a focus on working capital management delivered better than target outcomes.
(3) ROCE was 42.4% at 31 March 2023 due to the higher earnings performance and an efficient use of the asset base in the group, assisted in part by the declaration of a stable R2.5bn dividend during FY22 and FY23.
Calvo Mawela
Salary increase and STI award
FY23 salary as at 31 March 2023 (USD'000) 685 A
FY24 salary (USD'000) 706
FY24 increase (%) 3
On-target bonus (%) 80 B
Group/financial goals achieved outcome (%) 75.7 C
Personal goals achieved outcome (%) 91.0 D
Total outcome (%) 68.9 E = C x D
FY23 bonus (USD'000) 378 F = A x B x E
FY23 bonus as % of salary 55 G = F/A

Executive directors' remuneration: Executive director single figure remuneration

Element FY23
(USD'000)
FY22
(USD'000)
Base salary 682 663
Pension 82 80
Benefits(1) 209 255
Short-term incentive(2) 378 566
LTI - PSU/RSU (3) 1 269 1 015
Total single figure 2 620 2 578

CEO Pay mix
%

CEO pay mix

MSR
%

MSR
(1) Benefits exclude pension and include all benefits not included in base salary such as medical benefits, fringe benefits, family benefits, travel, long-service and disability benefits. The decrease in FY23 is mainly due to a decrease in travel in FY23.
(2) The STI reflects the bonus paid based on the performance of the relevant financial year (FY23).
(3) The value of awards settled in FY23 as disclosed in the LTI shareholding table below are different as it relates to share awards settled during FY23. The LTI RSU and PSU values reflected above are for the June 2019, June 2020 and November 2020 awards with performance period ending in FY23.

Personal goals

Below we have disclosed the group CEO's personal performance against the target.

Cost saving

Exceed the group's cost savings target which helped partially offset SA margins pressure and supported RoA reaching breakeven.

Technology modernisation

Managed the modernisation of MCG's operational IT systems and platforms within the agreed timelines and budget.

Group projects

Developed and executed against a plan for the group to expand into a platform business. Successfully executed on key projects, including M&A and new business lines.

People

Continued to execute against a robust succession plan, however missed key targets.

Regulatory

Managed a proactive and robust regulatory process to avoid undue or unforeseen negative impacts on the business.

Customer satisfaction

Achieved the target customer satisfaction scores for the SA and RoA DTH businesses (DStv), but missed the customer satisfaction target for the RoA DTT business (GOtv).

Content

Achieved increased local content targets while securing and renewing key general entertainment and sports content deals on acceptable terms, e.g. the successful launch of the SA20 competition.

Cash extraction

Exceeded targets relating to cash extraction from Nigeria on both the opening cash balance and local cash generation targets for the year.

New business development

Marginally missed on revenue targets for new businesses given strategic delays on key rollouts.

Key

NOT ACHIEVED 0%
SOMEWHAT ACHIEVED 50%
ACHIEVED 100%
OVER ACHIEVED 105%
OUTSTANDING 110%
FY23 LTI shareholding



Share plan
Offer date Number
of shares
Offer price
(ZAR)
Release
date
Share/unit price as at
31 March 2023
(ZAR)
Value of awards
settled during the
financial year ending
31 March 2023
(ZAR)
Intrinsic value
per award of
unvested shares as at
31 March 2023
(ZAR)
MultiChoice Group RSU and PSU(1) 18 Jun 2019 61 162 0.00 18 Jun 2022 7 166 963
  18 Jun 2019 61 162 0.00 18 Jun 2023 123.36 7 544 944
  18 Jun 2019 61 162 0.00 18 Jun 2024 123.36 7 544 944
MultiChoice Group RSU and PSU(1) 10 Jun 2020 51 147 0.00 10 Jun 2022 6 546 305
  10 Jun 2020 51 147 0.00 10 Jun 2023 123.36 6 309 494
  10 Jun 2020 51 147 0.00 10 Jun 2024 123.36 6 309 494
  10 Jun 2020 51 149 0.00 10 Jun 2025 123.36 6 309 494
MultiChoice Group RSU and PSU(2) 17 Nov 2020 70 717 0.00 17 Nov 2023 123.36 8 723 649
MultiChoice Group RSU 17 Nov 2020 10 103 0.00 17 Nov 2024 123.36 1 246 306
MultiChoice Group RSU(3) 31 Mar 2021 120 809 0.00 31 Mar 2024 123.36 9 388 889
MultiChoice Group RSU(3) 18 Jun 2022 143 872 0.00 18 Jun 2025 123.36 11 181 271
Phantom Performance Share Plan 2021(4) 31 Mar 2021 42 767 0.00 31 Mar 2025 281.38 4 452 498
31 Mar 2021 42 767 0.00 31 Mar 2026 281.38 4 452 498
Phantom Performance Share Plan 2021 20 Jun 2022 4 720 0.00 20 Jun 2026 592.87 1 035 388
20 Jun 2022 4 721 0.00 20 Jun 2027 592.87 1 035 608
(1) 50% of RSUs issued are subject to performance conditions.
(2) 75% of RSUs issued are subject to performance conditions.
(3) 100% of RSUs issued are subject to performance conditions.
(4) 100% of PPSs issued are subject to performance conditions.
Tim Jacobs
Salary increase and STI award
FY23 salary as at 31 March 2023 (ZAR'000)(1) 8 451* A
FY24 salary (ZAR'000) 8 721
FY24 increase (%) 3.2
On-target bonus (%) 80 B
Group/financial goals achieved outcome (%) 75.7 C
Personal goals achieved outcome (%) 104.3 D
Total outcome (%) 78.9 E = C x D
FY23 bonus (ZAR'000) 5 335 F = A x B x E
FY23 bonus as % of salary 63 G = F/A
* Tim's EUR portion has been converted to ZAR using the March 2023 exchange rate.

Executive directors' remuneration: Executive director single figure remuneration

Element FY23
(ZAR'000)
FY22
(ZAR'000)
TCTC(1) 7 827 7 447
Pension 524 640
Benefits(2) 784 671
Short-term incentive(3) 5 335 6 294
LTI - PSU/RSU(4) 11 000 4 871
Total single figure 25 470 19 923

CFO Pay mix
%

CEO pay mix

MSR
%

MSR
(1) Tim has a dual employment contract (ZAR and EUR) as he is required to spend a significant amount of time offshore. His EUR portion has been converted to ZAR using the average FY23 exchange rate.
(2) Benefits exclude pension and includes all benefits not included in TCTC such as medical benefits, fringe benefits, family benefits, travel, long-service and disability benefits. Tim's benefits for his European contract have been converted to ZAR using the average FY23 exchange rate.
(3) The STI reflects the bonus paid based on the performance of the relevant financial year (FY23).
(4) The LTI RSU and PSU values reflected are for the June 2019, June 2020 and November 2020 awards with the performance period ending in FY23.

Personal goals

Below we have disclosed the group CFO’s personal performance against the target.

Cost saving

Exceed the group’s cost savings target which helped partially offset the SA margin pressure and supported RoA reaching breakeven.

Tax management

Exceeded in settling all required tax matters on terms below provision targets. This target was not impacted by the outstanding FIRS matter as it is still under negotiation and we maintain our view that the FIRS tax matter does not represent a potential tax liability for the business.

Group projects

Further developed and continued to execute against group strategy to evolve into a platform business. Successfully executed on key projects, including the announcement of the Showmax partnership with Comcast, NBCUniversal and Sky and the creation of the Moment partnership.

People

Further developed, enhanced and continued to execute against a robust succession plan. Supported diversity initiatives at senior staffing levels and achieved employee engagement targets.

Cash extraction

Exceeded targets relating to cash extraction from Nigeria on both the opening cash balance and local cash generation targets for the year.

Finance projects

Delivered on first year targets relating to key finance projects, such as the transition to SAP and go to market launches within agreed project timelines.

Key

NOT ACHIEVED 0%
SOMEWHAT ACHIEVED 50%
ACHIEVED 100%
OVER ACHIEVED 105%
OUTSTANDING 110%
FY23 LTI shareholding



Share plan
Offer date Number
of shares
Offer price
(ZAR)
Release
date
Share/unit price as
at 31 March 2023
(ZAR)
Value of awards
settled during the
financial year ending
31 March 2023
(ZAR)
Intrinsic value
per award of
unvested shares as at
31 March 2023
(ZAR)
MultiChoice Group RSU and PSU(1) 18 Jun 2019 15 768 0.00 18 Jun 2022 1 853 612
18 Jun 2019 15 768 0.00 18 Jun 2023 123.36 1 945 140
18 Jun 2019 15 769 0.00 18 Jun 2024 123.36 1 945 264
MultiChoice Group RSU and PSU(1) 10 Jun 2020 21 207 0.00 10 Jun 2022 2 719 216
10 Jun 2020 21 207 0.00 10 Jun 2023 123.36 2 616 096
10 Jun 2020 21 207 0.00 10 Jun 2024 123.36 2 616 096
10 Jun 2020 21 207 0.00 10 Jun 2025 123.36 2 616 096
MultiChoice Group RSU and PSU(2) 17 Nov 2020 52 195 0.00 17 Nov 2023 123.36 6 438 775
MultiChoice Group RSU 17 Nov 2020 7 457 0.00 17 Nov 2024 123.36 919 896
MultiChoice Group RSU(3) 31 Mar 2021 80 732 0.00 31 Mar 2024 123.36 6 274 233
MultiChoice Group RSU(3) 18 Jun 2022 90 383 0.00 18 Jun 2025 123.36 7 024 278
Phantom Performance Share Plan 2021(4) 31 Mar 2021 28 579 0.00 31 Mar 2025 281.38 2 975 377
  31 Mar 2021 28 580 0.00 31 Mar 2026 281.38 2 975 481
Phantom Performance Share Plan 2021(4) 20 Jun 2022 2 965 0.00 20 Jun 2026 592.87 650 408
  20 Jun 2022 2 966 0.00 20 Jun 2027 592.87 650 627
(1) 50% of RSUs issued are subject to performance conditions.
(2) 75% of RSUs issued are subject to performance conditions.
(3) 100% of RSUs issued are subject to performance conditions.
(4) 100% of PPSs issued are subject to performance conditions.
The last door

Non-executive directors' fees

The fees paid to non-executive directors by the group are set out below:

  Directors' remuneration Directors' fees Committee and trustees' fees
and other fees
Total
2023
Non-executive directors
Paid for services
to the company
ZAR'000
Paid for services
to other group
companies
ZAR'000
Paid for services
to the company
ZAR'000
Paid for services
to other group
companies
ZAR'000
Paid for services
to the company
ZAR'000
Paid for services
to other group
companies
ZAR'000
ZAR'000
James du Preez 776 288 516 559 1 292 846
Elias Masilela 776 288 358 657 1 134 945
Kgomotso Moroka 1 560 000 776 288 495 169 294 336 3 125 792
Louisa Stephens 776 288 824 490 363 181 1 963 958
John James Volkwyn 5 142 183 5 142 183
Christine Sabwa 776 288 604 943 111 450 1 492 680
Fatai Sanusi 776 288 123 142 899 430
6 702 183 4 657 725 2 922 960 768 966 15 051 833

  Directors' remuneration Directors' fees Committee and trustees' fees
and other fees
Total
Non-executive directors Paid for services
to the company
USD
Paid for services
to other group
companies
USD
Paid for services
to the company
USD
Paid for services
to other group
companies
USD
Paid for services
to the company
USD
Paid for services
to other group
companies
USD
USD
Mohamed Imtiaz Patel - Chair* 1 158 701 1 158 701
1 158 701 1 158 701
* Payments relate to the service and restraint agreement entered into between the group and Imtiaz.

Contractual arrangements

Adv Kgomotso Moroka

After careful deliberation by the board, taking into account the ad-hoc nature of services rendered and feedback from shareholders, the consultancy agreement entered into between the group and Kgomotso for professional advisory services as a Senior Counsel is cancelled with effect from 30 June 2023. The board continues to believe that the agreement did not, on a substance over form basis, affect her independence but has nonetheless resolved to cancel it based on perception from investors that the consultancy agreement affects her categorisation as an independent director.

Jim Volkwyn

The consultancy agreement, entered into between the group and Jim, is for professional advisory services provided to the group CEO on a regular and extensive basis. The scope of Jim's consultancy services is global in nature and involve advising on key group strategies. This agreement is complimentary to his role as director and involves an annual fee for additional time and effort to provide global strategic input at an early stage of evaluating strategic direction. The group believes that the benefit of leveraging his local and international industry insights and skills is superior to paying external consultants with limited insight into our operations. His in-depth understanding also provides us with a significant strategic advantage as we evaluate many opportunities to grow our business over the longer term. The contract is considered immaterial to Jim's wealth. The board has, after external legal advice and consideration on a balanced and substance-over-form basis, determined that the agreement does not affect his categorisation as an independent non-executive director. Jim has waived any entitlement to director and committee fees paid to non-executive directors.

Imtiaz Patel

The service and restraint agreement entered into between the group and Imtiaz is for the provision of various strategic and advisory support services to the group at a global level. The essence of the agreement is a restraint of trade to ensure that Imtiaz's valuable and sought-after knowledge, experience, contacts and company/global industry insights are retained within the group as he is fundamental in pivoting the group's strategic re-positioning and platform expansion plans. Imtiaz has waived any entitlement to director and committee fees paid to non-executive directors.

Termination payments

No termination payments were made to either executive or non-executive directors on termination of employment or office in FY23.

Compliance

There were no deviations from the remuneration policy in FY23.

Directors' interest in the MultiChoice Group shares

The directors of the MultiChoice Group (and their associates) had the following beneficial interest in the MultiChoice Group ordinary shares at 31 March 2023:

MultiChoice Group ordinary shares Direct Indirect Total
C Mawela 173 471 173 471
T N Jacobs 31 431 31 431
Total 204 902 204 902

Non-binding advisory vote on implementation report

The implementation report, as set out in Part 3, will be subject to a non-binding advisory vote by shareholders at the AGM on 24 August 2023.

Tsatsi