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Remuneration report  

continued

70

Vodacom Group Limited

Integrated report for the year ended 31 March 2018

Non-executive director (NED) remuneration

NED fees are benchmarked annually against fees published by a

peer group of companies in their respective most recent AGM

notices. The peer group of companies for NED benchmarking is

different from the TSR peer group, since the skills required from

NEDs come from a pool of more appropriately sized companies,

including financial services companies. Banks have, however,

specifically been excluded, since their NED fees are noticeably

higher than other industries. Vodacom targets to pay NED fees at

the median of the following peer group companies:

g

g

AngloGold Ashanti

g

g

Anglo Platinum

g

g

Aspen Pharmacare Holdings

g

g

Bidvest Group

g

g

Discovery Holdings

g

g

Mediclinic

g

g

MTN Group

g

g

Naspers

g

g

Sanlam

g

g

Sasol

g

g

Telkom SA SOC

g

g

Tiger Brands

g

g

Woolworths Holdings

Further details on our payments to non-executive directors are

provided in our Remuneration report at

www.vodacom.com

Executive contracts and policies

Executives have permanent contracts of employment. The notice

periods applicable to members of executive management are:

Role

Notice period

CEO

12 months

Executive director

6 months

Payments for termination of office

The RemCo has the discretion to approve termination benefits to

executive directors when required. The maximum termination

benefit potentially payable will be limited to the notice period and a

maximum of a six months ex-gratia amount. These benefits will not

apply in the event of a normal voluntary resignation or retirement.

Remuneration framework

Guaranteed package (GP)

Within the context of our GP, Vodacom offers a selection of

benefits that are both best practice and compliant with legislative

practices. In terms of our total cost to company philosophy, any

change in the price of a benefit or contribution level will not have

a cost impact on the employer, but will affect the net

remuneration of the employee.

Short-term incentives (STIP)

All employees, including executive directors, but excluding

employees on a commission, quarterly or bi-annual bonus

structure, participate in the annual STIP plan. STIP payments are

discretionary and depend on financial performance and individual

performance. Payments are made in cash in June each year.

Where annual targets are achieved in full, 100% of the on-target

STIP will be paid. In instances where target goals are exceeded, the

STIP is capped at a percentage of the guaranteed package. Where

the STIP targets are not achieved in full, a pro rata STIP is paid only

if the threshold performance level has been achieved. Where

performance is below threshold, no STIP is payable.

Financial and personal multipliers are applied as separate multiples

of the on-target percentages to determine the final award.

On-target and maximum STIP

The on-target and maximum STIP percentages are set out in the

table below:

Role

On-target

% of GP

Maximum

% of GP

CEO

100% 200%

CFO

60% 180%

The maximum % of GP is based on a combination of the business

performance multiplier and the personal multiplier.

Business performance multiplier

The business performance multiplier ranges from 0% – 200%. The

metrics comprise three financial measures, which focus on the

core operations of our business and one strategic measure, being

customer appreciation.

Metric

2018

Weighting

2017

Weighting

Service revenue

20%

20%

EBITDA

20%

EBIT

20%

Operating free cash flow (OFCF)

20%

20%

Customer appreciation

40%

40%

The assessment of customer appreciation consists of the

following metrics:

g

g

Net promoter score (NPS) for both Consumer and Enterprise

business units.

g

g

Brand consideration.

g

g

Churn, revenue market share and ARPU.

NPS is used as a measure of the extent to which our customers

would recommend us, while brand consideration acts as a

measure of the percentage of people who would consider a

certain brand as their telecoms provider.

For executives, business performance is split between the relevant

operating company and the Group. The Group business multiplier

is used for the CEO and CFO, and for other SLT members the

business multiplier is based on a weighted average of the

multipliers for the relevant operating company and the Group.

Personal multiplier

The personal multiplier ranges from 0% – 150%. The personal

performance multipliers are based on the performance of

executives relative to their objectives.

As the CEO does not have a personal performance multiplier,

his STIP is based on business performance only.