Pick n Pay Stores Limited

Remuneration committee report continued

Non-executive directors’ remuneration

In respect of non-executive directors, the remuneration committee proposes fees to be paid for the membership of the Board and Board committees. Such fees are market-related, commensurate with the time required to undertake their duties, and must be approved by the Board and shareholders. Approved fees are set for the annual financial period. Fees are not subject to attendance at meetings as attendance at Board meetings is generally very good.

Remuneration is not linked to the performance of the Group or share performance. Non-executive directors do not receive performance-related bonuses and are not granted forfeitable shares or share options. The fees for the 2014 annual financial period were approved by shareholders at the AGM held on 25 June 2013. The proposed fees for the 2015 annual financial period will be submitted to shareholders for approval at the AGM to be held on 2 June 2014.

Chairman – in setting Gareth Ackerman’s annual fee of R3.45 million, the remuneration committee took the following factors into account:

• The role Gareth played in ensuring a smooth transition into the business of new CEO Richard Brasher
• The active role he plays in the corporate governance of Pick n Pay and formulating over-arching strategy for the individual companies within the Group
• While Gareth does not play a day-to-day role in the executive management and administration of the business, he makes himself available to the executive team in a valuable advisory capacity

Fees for the current and proposed periods are as follows:

	Proposed   2015   R	Actual   2014   R
Chairman of the Board	3 450 000	3 450 000
Lead independent non-executive director	107 000	100 000
Non-executive director of the Board	320 000	300 000
Chairman of the audit committee	265 000	250 000
Member of the audit committee	107 000	100 000
Chairman of the remuneration committee	140 000	130 000
Member of the remuneration committee	70 000	65 000
Member of the nominations committee1	65 000	60 000
Member of the social and ethics committee2	70 000	65 000
Chairman of the corporate finance committee3	160 000	150 000
Member of the corporate finance committee3	107 000	100 000
Trustee of the employee share purchase trust	31 000	29 000

1	The Chairman of the nominations committee is the Chairman of the Board and does not receive an additional fee for chairing this committee.
2	The Chairman of the social and ethics committee is an executive director and does not receive an additional fee for chairing this committee.
3	The corporate finance committee is an ad hoc committee. In the event that it is convened during the financial period, the fees paid shall not exceed the annual fees for the proposed period.

Section two

1. Executive directors and prescribed officers

a. Remuneration and benefits awarded to directors

2014	Fees for   Board   meetings   R’000	Base salary   R’000	Annual   bonus   R’000	Retirement   and   medical   contri-   butions   R’000	Fringe   and other   benefits   R’000	Total   R’000	Expense   related to   share   options   granted   (IFRS 2)  R’000
Richard Brasher	1.5	7 000.0	5 250.0	948.5	1 969.4	15 169.4	3 973.3
Richard van Rensburg	1.5	3 229.3	800.0	559.7	261.7	4 852.2	1 603.3
Bakar Jakoet	1.5	2 670.0	800.0	468.4	243.7	4 183.6	1 851.4
Jonathan Ackerman	1.5	1 947.0	500.0	357.5	261.4	3 067.4	516.5
Suzanne Ackerman-Berman	1.5	1 827.3	500.0	343.5	256.0	2 928.3	605.9
Total remuneration	7.5	16 673.6	7 850.0	2 677.6	2 992.2	30 200.9	8 550.4
2013*	Fees for   Board   meetings   R’000	Base salary   R’000	Annual   bonus   R’000	Retirement   and   medical   contri-   butions   R’000	Fringe   and other   benefits   R’000	Total   R’000	Expense   related to   share   options   granted   (IFRS 2)  R’000
Gareth Ackerman**	1.5	3 100.3	—	—	254.4	3 356.2	—
Richard Brasher***	1.5	811.5	—	134.5	167.4	1 114.9	413.7
Richard van Rensburg	1.5	3 240.0	—	510.0	240.0	3 991.5	1 603.3
Bakar Jakoet	1.5	2 537.0	—	409.6	241.2	3 189.3	1 900.2
Jonathan Ackerman	1.5	1 971.2	—	333.6	246.2	2 552.5	969.0
Suzanne Ackerman-Berman	1.5	1 966.3	—	325.2	252.0	2 545.0	1 057.4
Total remuneration	9.0	13 626.3	—	1 712.9	1 401.2	16 749.4	5 943.6

*	All remuneration for the 2013 financial year has been presented in line with the classifications of the 2014 financial year. As a result, certain amounts have been reclassified between base salary, retirement and medical contributions and fringe and other benefits. These reclassifications had no impact on the total remuneration previously presented.
**	Performed a dual role of Chairman and acting CEO until the appointment of the new CEO, Richard Brasher.
***	Appointed to the Board as CEO during 2013 and received remuneration from this date. Prior to his appointment, Richard Brasher received contractor fees of R897 489 and the Group paid for his relocation costs of R971 447. Both these costs were not included in his remuneration.

Prescribed officers

The Board is wholly responsible for the formulation, development and effective implementation of Group strategy. In turn, the Board delegates operational strategy implementation and general executive management of the business to its executive directors. As such, in terms of section 38 of the Companies Act 2008, the executive directors of the Board are identified as prescribed officers, and their remuneration is detailed above.