Remuneration committee

Committee Chairman

The committee is chaired by Mr. A Tugendhaft, a non-executive director.

Mr. A Tugendhaft will step down as Chairman of RemCo, and will remain as a member of the committee. Mr. MJN Njeke, an independent non-executive director, will be appointed as Chairman of RemCo. This change will take effect from 3 November 2021, following approval at the AGM.

Role of the committee

RemCo advises and guides the board on the following:

• Accurate and transparent disclosure of directors' remuneration.
• The establishment and implementation of remuneration policies for non-executive directors, executive directors, and other executives, to ensure fair and responsible remuneration.
• Approval of the general composition of remuneration packages for executive directors and prescribed officers, including increases, criteria for STI and LTI incentives, benchmarked against the appropriate peer group.
• Remuneration increases to non-executive directors' fees to be proposed for shareholder approval.
• Material changes to the Group pension and provident funds, and medical aid schemes where appropriate.
• The administration of share-based incentive schemes.
• Ad hoc advice on remuneration and related issues impacting the Group's executives.

The NomCo and RemCo consider succession plans regularly for executives and non-executive directors and senior management. This process includes:

• The identification of current incumbents in key positions.
• An assessment of how long the current incumbent is expected to remain in the position.
• Identification of candidates that are vulnerable due to age, health, or attractiveness to competitors.
• Identification of potential short-term and long-term successors, both internally and externally.
• Positioning and development of potential successors.

Committee membership

All members are non-executive directors, and the majority are independent. Mr. A Tugendhaft, who is a non-executive director, is not classified as independent in terms of King IV, as his firm, TWB, provides legal services to the Group. Mr. A Tugendhaft, however, provides continuity and guidance on account of his seniority and longstanding RemCo membership. As detailed above, he will step down as Chairman of RemCo from 3 November 2021.

The Group CEO and CFO attend RemCo meetings by invitation and assist the committee in its deliberations, except when their own remuneration and performance are discussed. No director can decide his or her own remuneration.

Members	Attendance
Chairman: A Tugendhaft	3/3
Members:
GW Dempster	2/3
P Langeni1	1/1
MJN Njeke2	2/2

1	Resigned on 10 November 2020
2	Appointed on 15 September 2020.

Reward philosophy

The remuneration policy is formulated to attract and retain high-calibre executives and motivate them to develop and implement the Group's strategy to optimise long-term shareholder value. It also aims to align the entrepreneurial ethos and long-term interests of senior managers and executives with those of shareholders. The company's pay mix has a higher proportion of variable pay, appropriate for the retail nature of the business and in line with the pay-for-performance reward philosophy.

Fair and responsible remuneration

The remuneration policy is intended to conform to best practice. It is structured around the following key principles:

• Total rewards are set at levels that are responsible and competitive within the relevant market.
• Incentive-based rewards (STIs and LTIs) are capped and earned through the achievement of growth and return targets that are consistent with shareholder interests over the short, medium and long term.
• Incentive plans, performance measures and targets are structured to remain sound throughout the business cycle.
• The design and implementation of STI and LTI schemes are prudent and do not expose shareholders to unreasonable financial risk.

Alignment to strategy

Our strategic focus is centred on deepening our competitiveness and relevance across the automotive value chain, by driving organic growth through optimisation and innovation, and leveraging existing capabilities and networks. Further selective expansion involves the introduction of additional brands and businesses in areas close to existing dealerships via bolt-on acquisitions locally and internationally, strategic acquisitions in the Aftermarket Parts business to enhance the supply chain, and bolt-on acquisitions of technology companies to enhance the Financial Services business.

Our five strategic pillars include:

To drive the achievement of the Group's or company's strategy, up to 85% to 90% of an individual's performance measurement includes objectives aligned with the achievement of the operating entity's strategic focus areas.

Determination of performance incentives

Motus has various formal and informal frameworks for performance management that are directly linked either to increases in TGP and/or annual STIs. Performance management and assessment take place regularly throughout the Group, where company performance, personal achievement of key performance criteria, and delivery on key strategic imperatives are discussed.

	2021	2020
Total number of employees	16 708	17 499
Total compensation paid to employees (Rm)	6 606	6 633

Remuneration breakdown

The Group's employees are crucial to our success. Employee remuneration, particularly TGP, is a significant component of the Group's total operating costs. The remuneration policy seeks to attract and retain quality employees at all levels. Remuneration is structured to be competitive and relevant in the sectors in which the Group operates.

Salaried employees

Total guaranteed pay (TGP)		TGP is monitored and benchmarked on an ongoing basis. Remuneration levels consider industries, sectors and geographies from which skills are acquired or to which skills are likely to be lost, the general market and the market in which each business operates. TGP and the mix of fixed and variable pay are designed to meet the industry standards, operational needs and strategic objectives of each business, based on stretch targets that are verifiable and relevant. The structure of remuneration for unionised employees is driven by collective bargaining and sectoral determinations. Adjustments to TGP levels are normally effective from 1 July each year. In unionised environments, collective bargaining arrangements may be implemented at other agreed times. Annual increase parameters are set using guidance from Group budgeting processes, market movements, individual performance, the performance of the division and/or company and other relevant factors. Increases above inflation depend on divisional or departmental and individual performance.
Short-term incentive (STI)		Divisions pay STIs aligned to industry best practice and in some cases include a guaranteed bonus equal to one month's salary. In all cases, incentives depend on the performance of the individual and business in which they are employed. Performance criteria are set for each individual, depending on the requirements of the job.
Long-term incentive (LTI)		Only employees at senior management level qualify for LTIs.
Other benefits		Company car, travel allowances, pension and provident fund, and medical aid.

Reduction or forfeiture of share scheme awards (malus and clawback)

Share scheme awards are subject to reduction or forfeiture (in whole or in part) if:

• There is reasonable evidence of fraud or material error by a participant; or
• The financial performance of the Group or the relevant business unit for any financial year in respect of which an award is based have subsequently appeared to be materially inaccurate; or
• The Group or the relevant business unit suffers a material downturn in its financial performance, for which the participant can be held responsible; or
• Resignation or dismissal on grounds of misconduct, poor performance or proven dishonest or fraudulent conduct (whether such cessation occurs as a result of notice given by the employee or otherwise or if he/she resigns to avoid dismissal on grounds of misconduct, poor performance or proven dishonest or fraudulent conduct) before the vesting date, all share appreciation rights, conditional awards and all matching awards will lapse, unless RemCo determines otherwise.

Vesting of any awards may be postponed while there is an ongoing investigation or other procedure underway, to determine whether the forfeiture provisions apply in respect of a participant, or if further investigation is warranted.

Retirement, retrenchment, death, ill health, disability or other reasons for cessation of employment

If a participant ceases to be an employee due to retirement at normal retirement age, the unvested Share Appreciation Rights (SARs) and Conditional Share Plans (CSPs) will remain subject to the performance criteria and will vest on the normal vesting date.

If a participant ceases to be an employee due to retrenchment, death, ill health, disability, or reasons other than resignation or dismissal, the board will by written notice to the participant or the executor of the deceased estate permit a pro rata portion of the unvested SARs and CSPs to vest on the date of cessation of employment.

The pro rata portion of the SARs and CSPs that vest will, unless the board determines otherwise, reflect the number of months served since the date of grant and the extent to which the performance conditions have been satisfied. The balance of the unvested shares not permitted to be exercised or matched will lapse.

Treasury shares to hedge against share scheme obligations

The Group buys back shares to limit its exposure to deliver shares in terms of share-based LTI schemes. These shares are held in treasury for that purpose.

Retirement schemes

Executives participate in contributory retirement schemes, which include pension and provident funds. Executive retirement is governed by their retirement scheme rules, subject to the Group's need to enter into fixed-term contracts to extend the services of any executive within certain prescribed limits.

NomCo governs the succession policy and plans, external appointments and directors' service contracts covered below. These items are included in the report as both the NomCo and RemCo are relevant decision-makers on these matters.

External appointments

Executives are not permitted to hold external directorships or offices without the approval of the board.

Directors' service contracts

Directors' contracts can be terminated by providing between three- and six-months' notice.

Directors' appointments are made in terms of the company's MOI and are initially confirmed at the first AGM of shareholders following their appointment, and thereafter by rotation.

Minimum shareholding requirements (MSR)

To ensure alignment between executives and shareholders, and on the recommendation of management, the Group adopted an MSR for executive directors and prescribed officers.

Each executive's MSR target is determined using the executive's TGP after tax. The target must be achieved within five years from 1 July 2019 (or from the joining date for new appointees), unless otherwise determined by RemCo considering market conditions and related factors. It is not the intention of the scheme to compel executives to incur debt to acquire Motus shares but rather that executives should retain shares acquired through the operation of share incentive schemes up to the MSR target.

Compliance with the MSR will be measured annually and executives subject to MSR will have to declare the extent of their personal shareholdings in the company at each year-end or as and when directed by the company. RemCo will assess compliance with the MSR before making future discretionary LTI awards.

MSR targets are set as follows:

		MSR target		Required achievement date		MSR achievement
CEO		1,5 times post-tax annual fixed remuneration		30 June 2024		Achieved in 2019
CFO		1,25 times post tax annual fixed remuneration		30 June 2024		Achieved in 2019
Executive directors and prescribed officers		1 times post-tax annual fixed remuneration
	Kerry Cassel			30 June 2024		On track to achieve target
	Niall Lynch			30 June 2024		Achieved in 2019
	Corné Venter			30 June 2024		On track to achieve target
	Ntando Simelane			30 June 2026		Employed April 2021

Non-executive directors' fees

RemCo reviews and recommends to the board the fees payable to non-executive directors. The board in turn makes recommendations to shareholders after considering the fees paid by comparable companies, responsibilities of the non-executive directors and considerations relating to the retention and attraction of high-calibre individuals. RemCo has decided to maintain a structure where directors' fees are not split between membership and attendance fees. We believe that the efforts and contribution of non-executive directors go well beyond their attendance at formal board or sub-committee meetings, and the Group has not had significant instances of non-attendance of meetings.

Executive directors, prescribed officers and senior business executives (executives)

Executives are responsible for leading others and making significant decisions about the short- and long-term operation of the business, its assets, funders and employees. They require specific skills and experience and are held to a higher level of accountability.

Elements of executive remuneration

Executive remuneration comprises the following:

Total guaranteed pay

Short-term incentive (STI) (annual)

Long-term incentive (LTI) through the share scheme.

RemCo seeks to ensure an appropriate balance between the fixed and performance-related elements of executive remuneration, and between those aspects of the package linked to short-term performance and those linked to longer-term shareholder value creation.

The Group's general philosophy for executive remuneration is that the performance-based pay of executives and senior managers should form a significant portion of their expected total compensation. There should also be an appropriate balance between rewarding operational performance (through annual incentives) and rewarding long-term sustainable performance (through long-term share-based incentives). Since Motus operates in the Retail sector, STIs are critical to incentivise divisional CEOs and senior team members to achieve annual targets.

Total guaranteed pay (TGP)

TGP is fixed remuneration including benefits but excluding STIs. The TGP of each executive is based on roles in similar companies, which are comparable in terms of size, market sector, business complexity and international scope. When determining fixed remuneration, the factors relating to divisional performance, individual performance and changes in responsibilities are considered.

Executives are entitled to vehicle benefits, pension and/or provident fund contributions, medical insurance, and death and disability insurance. These benefits are considered to be market competitive for executives.

Short-term incentive (STI)

All executives are eligible to receive a performance related STI. The incentive is non-contractual and not pensionable. RemCo reviews incentives annually and determines the level of each incentive payment based on performance criteria set at the beginning of the performance period.

RemCo sets the minimum performance targets at which annual STIs become payable and the targets at which the maximum incentive is paid. STIs are capped at maximum levels as a percentage of TGP. RemCo has the discretion authority to adjust payments (up or down) in exceptional circumstances.

	Maximum STI as % of TGP
CEO and CFO	150
Executive director	100
Other participants	30 to 100

The annual STI criteria for executive directors and prescribed officers include the following and are adjusted annually.

Annual STI criteria for the 2022 financial year

The CEO and CFO's 2022 STI criteria will include:

		Maximum STI as % of TGP
Achieve targeted Group operating profit		35
Achieve targeted Group PBT		35
Achieve targeted average debt to EBITDA		30
Strategy execution		15
	– Expand multi-franchising and dealership footprint
	– Investment in IT and innovation
	– Strategic acquisitions
Achieve ESG targets		25
	– Environmental: achieve fuel, electricity and water targets. Invest in projects such as solar panels, electricity-saving equipment and water recycling on all new and refurbished buildings
	– Social: achieve employment equity targets for top, senior and middle management
	– Governance: implement all the legislation changes impacting the business
Individual performance: this component enables RemCo to set individual performance targets and assess these in circumstances that could not be foreseen at the start of the period or are not in the control of a particular executive		10
Maximum as percentage of TGP		150

The 2022 STI criteria for the executive director will include:

		Maximum STI as % of TGP
Achieve Group operating profit target		25
Achieve Divisional PBT target		35
Strategy execution		10
	– Successful execution of internal IT projects and innovation
	–Expansion of technology product offerings
Achieve ESG targets		20
	– Environmental: achieve fuel, electricity and water targets
	– Social: achieve employment equity targets for senior, middle and junior management
	– Governance: implement all the legislation changes impacting the business and prepare the business for new legislation
Individual performance: this component enables RemCo to set individual performance targets and assess these in circumstances that could not be foreseen at the start of the period or are not in the control of a particular executive		10
Maximum as percentage of TGP		100

The 2022 STI criteria for the prescribed officers will include:

		Maximum STI as % of TGP
Achieve Group operating profit target		15
Achieve Divisional operating profit target		30
Achieve cash management target		10
Achieve ESG targets		25
	– Environmental: achieve fuel, electricity and water targets. Invest in projects such as solar panels, electricity-saving equipment and water recycling on all new and refurbished buildings
	– Social: achieve employment equity targets for top, senior and middle management
	– Governance: implement all the legislation changes impacting the business
Market share/specific projects/strategy execution		10
Individual performance: this component enables RemCo to set individual performance targets and assess these in circumstances that could not be foreseen at the start of the period or are not in the control of a particular executive		10
Maximum as percentage of TGP		100

The 2022 STI criteria for the Company Secretary will include:

		Maximum STI as % of TGP
Achieve targeted Group operating profit		16
Achieve ESG targets		16
	– Environmental: achieve fuel, electricity and water targets. Invest in projects such as solar panels, electricity-saving equipment and water recycling on all new and refurbished buildings
	– Social: achieve employment equity targets for top, senior and middle management
	– Governance: implement all the legislation changes impacting the business
Specific projects (legal and governance projects)		26
Individual performance: this component enables RemCo to set individual performance targets and assess these in circumstances that could not be foreseen at the start of the period or are not in the control of a particular executive		7
Maximum as percentage of TGP		65

Long-term incentive (LTI) schemes

Executive participation in LTI and retention schemes is based on criteria such as seniority, performance during the year, and other retention drivers. Any senior employee with significant managerial or other responsibility, including any director holding salaried employment or office in the Group, is eligible to participate in LTI schemes. Non-executive directors may not be awarded rights in any of the incentive schemes.

Since 1 July 2020, the Group only uses the CSP as an LTI scheme. The SARs scheme and Deferred Bonus Plan (DBP) were previously used and shares were allocated under these schemes, but these have been discontinued.

The quantum of CSPs allocated are calculated using a model developed by PwC, and is determined using the expected value of an allocation expressed as a percentage of TGP. The percentage allocated is determined based on retention considerations and the job grading of the participant.

Benchmark awards for CSPs	Maximum LTI award as % of TGP
CEO and CFO	100
Executive director and prescribed officers	35 to 75
Other participants	30 to 50

The CSPs were issued at R91,82 per share and will vest in September 2024 or September 2025.

The value of long-term share-based incentives is determined in the financial year of allocation using the binomial tree valuation methodology. This is based on several assumptions, which include the original award price, the expected rate of share price growth and the expected fulfilment of related performance conditions. The eventual gains from long-term share-based incentives will vary from year to year depending on vesting and exercise patterns, as well as the impact on share price performance and external factors such as market sentiment, interest rates and exchange rates.

Conditional share plan (CSP)

Employees receive grants of conditional awards and vesting is subject to performance conditions, as set out below. The performance conditions for the CSPs are based on performance targets set by RemCo at the time of issue.

	% of CSP awards
Growth in HEPS relative to the growth in HEPS of a selected peer group of JSE-listed companies	25
ROIC in excess of WACC plus 1%*	25
Achieve cash flow target	25
Individual performance	25

*	Previously ROIC equal to WACC.

The extent to which each performance condition has been met is determined on the vesting date as follows:

HEPS growth over the performance period	% of CSP awards
If the HEPS growth of the company is below the lower quartile of the peer group	0
If the HEPS growth of the company is equal to the lower quartile of the peer group	30
If the HEPS growth of the company is equal to or above the upper quartile of the peer group	100

Linear vesting occurs between the 30% and 100% range, depending on the company's performance relative to the peer group if HEPS growth falls in the second or third quartile.

ROIC	% of CSP awards
If the average ROIC of the company over the performance period is lower than the average WACC plus 1% of the company over the performance period	0
If the average ROIC of the company over the performance period is equal to the average WACC plus 1% of the company over the performance period	50
If the average ROIC of the company over the performance period is in excess of 2% of WACC	100

Linear vesting occurs between the 50% and 100% range.

Cash flow target	% of CSP awards
Average debt: EBITDA < 2,35 times	25

Individual performance	% of CSP awards
This component enables RemCo to set individual performance targets and assess these in circumstances that could not be foreseen at the start of the period or are not in the control of a particular executive.	25

Historical Imperial Holdings share schemes

Motus employees who had been awarded rights in Imperial Holdings share schemes prior to the listing of Motus on the JSE continue to participate in those schemes. Upon exercise, their SARs will be settled by Motus in Motus shares. A total of 1 383 865 SARs remain unexercised in terms of the Imperial Holdings SARs scheme at an average price of R167,04 per share.

Motus share scheme allocations

A total of 5 967 649 SARs remain unexercised in terms of the SARs scheme at an average price of R80,13 per share. A total of 240 097 DBPs have been taken up and remain unvested. A total of 3 547 069 CSPs have been allocated and remain unvested.

Annual share scheme allocations

The Group has awarded annual allocations of CSPs during September 2021 according to the allocation benchmarks in the remuneration policy.

The peer group of JSE-listed companies was selected based on an independent report prepared by PwC and considers comparative metrics including revenue, number of employees, industry and complexity.

Current peer group	Sector
AVI Limited	Consumer goods
Barloworld Limited	Industrials
Bidvest Limited	Industrials
Clicks Group Limited	Consumer services
CMH Group Limited	Consumer services
TFG Limited	Consumer services
KAP Industrial Holdings Limited	Industrials
Massmart Holdings Limited	Consumer services
Mr Price Group Limited	Consumer services
Pick n Pay Stores Limited	Consumer services
RCL Foods Limited	Consumer services
Super Group Limited	Industrials
The Spar Group Limited	Consumer services
Tiger Brands Limited	Consumer goods
Truworths International Limited	Consumer services
Woolworths Holdings Limited	Consumer services

Proposed non-executive directors' fees for 2022 and 2023

At the AGM to be held on 3 November 2021, shareholders will be asked to approve the following non-executive directors' remuneration by special resolution in terms of section 66(9) of the Companies Act, granting authority to pay fees for services as directors, which will be valid with effect from the date of the AGM until 30 June 2023.

The approved fees for the 2021 financial year were reduced to reflect no increase from the prior year, as well as a reduction of 15% for three months from 1 July  2020. The proposed increase in fees for the 2022 and 2023 financial years is 5% for the board and all its sub-committees.

The table below provides a breakdown per committee for the year ended 30 June 2021, as well as proposed fees for the years ended 30 June 2022 and 30 June 2023:

	Actual fee from 1 July 2020 to 30 June 2021	Proposed fee from 1 July 2021 to 30 June 2022	Proposed fee from 1 July 2022 to 30 June 2023
Chairman*	R1 003 551	R1 053 730	R1 106 420
Deputy Chairman*	R501 775	R526 870	R553 215
Board member	R287 018	R301 340	R316 410
Assets and Liabilities committee Chairman*	R182 923	R192 069	R201 675
Assets and Liabilities committee member	R121 780	R127 870	R134 265
Audit and Risk committee Chairman*	R378 984	R397 940	R417 840
Audit and Risk committee member	R189 492	R198 970	R208 920
Remuneration committee Chairman*	R136 940	R143 790	R150 980
Remuneration committee member	R90 956	R95 510	R100 285
Nomination committee Chairman*	R102 705	R107 840	R113 230
Nomination committee member	R68 217	R71 628	R75 210
Social, Ethics and Sustainability Chairman*	R183 428	R192 600	R202 230
Social, Ethics and Sustainability member	R121 780	R127 870	R134 265

*	Fee paid in addition to a member's fee.

In determining the proposed fees, cognisance was taken of market trends and the additional responsibilities of non-executive directors in terms of increased legal and governance requirements.

Executive directors receive no directors' or committee fees for their services as directors in addition to their normal remuneration as employees.

Non-executive directors' fees for 2021

The table below provides an analysis of the emoluments paid to non-executive directors for the year to 30 June 2021:

	Directors'  fees  R'000	Sub-committee   fees   R'000	COVID-19  salary  sacrifice  R'000	2021   Total   R'000	2020   Total   R'000
Non-executive directors
GW Dempster	1 341	591	(75)	1 857	1 914
PJS Crouse1	186	64	–	250	–
NB Duker2	186	99	–	285	–
P Langeni3	112	47	(18)	141	518
S Mayet	298	717	(38)	977	977
KR Moloko4	298	323	(23)	598	598
MJN Njeke5	298	760	(35)	1 023	854
A Tugendhaft	820	435	(48)	1 207	1 229
Total	3 539	3 036	(237)	6 338	6 090

1	Appointed to the board and ALCO on 10 November 2020.
2	Appointed to the board and ARC on 10 November 2020.
3	Resigned from the board, NomCo and RemCo on 10 November 2020.
4	Resigned from the board, ARC and SES committee on 31 May 2021.
5	Appointed to NomCo and RemCo on 15 September 2020.

Executive remuneration

The executive directors and prescribed officers' remuneration include the TGP, STI, LTI.

Osman Arbee – Group CEO

2021 Remuneration

Cash component R’000	Retirement and medical contributions R’000	Other benefits R’000	STI bonus R’000	Total cash remuneration R’000	Gains on exercise of LTI awards R’000	2021 Total taxable remuneration realised R’000	2020 Total taxable remuneration realised R’000
9 745	469	386	16 139	26 739	4 682	31 421	25 997

TGP

Osman's TGP was reduced by 20% for the three months to 30 September 2020 due to the COVID–19 crisis (R556 500) and no inflationary increase was awarded for the financial year. His TGP is R10 600 000 (2020: R10 600 000). The remuneration for this position was externally benchmarked during the year against companies with a similar size, complexity and geographic spread.

STI

Based on the computation (set out below) according to STI criteria set during July 2020, Osman achieved 96% of the criteria. An annual incentive of R16 138 500 was paid (2020: R8 347 500).

LTI

The two criteria for the 2017 LTIs were investment in an equal number of company shares to the DBP shares awarded and continued employment with the Group until the vesting date.

Based on the LTI criteria set during July 2017, Osman achieved 100% of the DBP criteria resulting in the vesting of LTI awards amounting to R4 682 000.

Annual allocation of CSPs in line with LTI award benchmarks for executive directors to a value of R11 690 000 (2020: R11 130 000) were awarded in September 2021. The CSPs are subject to performance criteria set out above and will vest in 2024.

Ockert Janse van Rensburg – Group CFO

2021 Remuneration

Cash component R’000	Retirement and medical contributions R’000	Other benefits R’000	STI bonus R’000	Total cash remuneration R’000	Gains on exercise of LTI awards R’000	2021 Total taxable remuneration realised R’000	2020 Total taxable remuneration realised R’000
5 027	411	170	8 410	14 018	859	14 877	10 666

TGP

Ockert’s TGP was reduced by 15% for the three months to 30 September 2020 due to the COVID-19 crisis (R217 500) and no inflationary increase was awarded for the financial year. His TGP is R5 608 000 (2020: R5 608 000). The remuneration for this position was externally benchmarked during the year against companies with a similar size, complexity and geographic spread.

STI

Based on the computation (set out below) according to STI criteria set during July 2020, Ockert achieved 96% of the criteria. An annual incentive of R8 410 000 was paid (2020: R4 350 000).

LTI

The two criteria for the 2017 LTIs were investment in an equal number of company shares to the DBP shares awarded and continued employment with the Group until the vesting date.

The two criteria for the 2017 SARs LTIs were the achievement of ROIC growth greater than WACC, and HEPS growth in relation to the listed companies of the peer group.

Based on the LTI criteria set during July 2017, Ockert achieved 100% of the DBP criteria and 23% of the SARs criteria resulting in the vesting and exercise of LTI awards amounting to R859 000.

Annual allocation of CSPs in line with LTI award benchmarks for executive directors to a value of R6 250 000 (2020: R5 800 000) were awarded in September 2021. The CSPs are subject to performance criteria set out above and will vest in 2024.

STI computation for 2021 financial year for the CEO and CFO:

		Maximum STI as % of TGP	Achievement: Osman Arbee	Achievement: Ockert JV Rensburg	Note
Achieving Group operating profit more than R2 800 million (2020: R2 100 million)		30	30	30
Achieving Group PBT in excess of R1 700 million (2020: R864 million)		30	30	30
Achieving Group cash management target: average net debt to EBITDA <2,2 times
Strategy execution		25	20	20	Note 1
	– Cost-cutting
	– Bank covenants compliance
	– Restructuring the business for the 'new normal'
	Transformation	20	20	20	Note 2
	– Enhance transformation and diversity across all operations
	– Improve race representation
	– Implement a strategy to attract, develop and retain talent
Individual performance		15	15	15	Note 3
Maximum as percentage of TGP		150	145	145

Notes to the STI computation:

1. Strategy execution
   • Total operating expenses were reduced by 3,1% for the year as a result of a number of cost containment initiatives, despite unavoidable inflationary increases for certain costs.
   • Bank covenants: bank borrowings were well-maintained and we complied with bank covenant levels with sufficient headroom. Net debt to EBITDA at 0,8 times (required to be less than 3 times) and EBITDA to net interest at 10,9 times (required to be greater than 3 times).
   • Restructuring the business for the new normal: significant actions were taken in the car rental and retail businesses in South Africa, including the multi-franchising of dealerships. The businesses in the UK and Australia were restructured.

   Osman and Ockert were allocated 20% out of the 25% for this criteria.

2. Transformation
   • Enhance transformation and diversity across all operations: Motus is on a diversity, equity and inclusion journey, and is making progress. Various black professionals were appointed into senior positions during the year including to the Group executive committee, with key senior and middle management positions across various businesses earmarked for black professionals in the medium term to support transformation at senior management levels.
   • Improve race representation:

     	Black
     	Prior year %	Actual %
     Top management	30	36
     Senior management	40	53
     Middle management	46	47
     Total South African employee base	73	73

3. Individual performance

The CEO and CFO exceeded individual performance expectations in managing the business in a challenging economic environment during the COVID-19 crisis. They were awarded their 15% allocation.

Kerry Cassel – CEO: Financial Services and executive director

2021 Remuneration

Cash component R’000	Retirement and medical contributions R’000	Other benefits R’000	STI bonus R’000	Total cash remuneration R’000	Gains on exercise of LTI awards R’000	2021 Total taxable remuneration realised R’000	2020 Total taxable remuneration realised R’000
4 068	389	210	4 900	9 567	391	9 958	7 709

TGP

Kerry's TGP was reduced by 15% for the three months to 30 September 2020 due to the COVID-19 crisis (R183 837) and there was no inflationary increase awarded in the financial year. Her TGP is R4 667 000 (2020: R4 709 000). The remuneration for this position was externally benchmarked during the year against companies with a similar size, complexity and geographic spread.

STI

Based on the computation (set out below) according to STI criteria set during July 2020, Kerry achieved 100% of the set criteria. An annual incentive of R4 900 000 was paid (2020: R3 000 000).

LTI

The two criteria for the 2017 SARs LTIs were the achievement of ROIC growth greater than WACC and HEPS growth in relation to the listed companies of the peer group.

Based on the LTI criteria set during July 2017, Kerry achieved 23% of the SARs criteria resulting in the vesting and exercise of LTI awards amounting to R391 000.

Annual allocation of CSPs in line with LTI award benchmarks for executive directors to a value of R3 862 500 (2020: R3 675 000) were awarded in September 2021. The CSPs are subject to performance criteria set out above and will vest in 2024.

STI computation for the 2021 financial year for the executive director:

		Maximum STI as % of TGP	Achievement	Note
Achieving Group operating profit in excess of R2 800 million (2020: R2 100 million)		20	20
Achieved divisional PBT in excess of 105% of target		30	30	Note 1
Transformation		20	20	Note 2
	–Enhance transformation and diversity across all operations
	– Growth in black senior, middle and junior management, B-BBEE scorecard, succession and talent management.
	–Implement a strategy to attract, develop and retain talent.
Project specific tasks (innovation, POPIA legislation preparation and IT projects)		20	20	Note 3
Individual performance		10	10	Note 4
Maximum as percentage of TGP		100	100

Notes to the STI computation:

1. Divisional profits
   • Achieved in excess of 105% of target set in July 2020.
2. Transformation
• Growth in black senior, middle and junior management, B-BBEE scorecard, succession and talent management:

  	Black
  	Prior year %	Actual %
  Senior management	23	46
  Middle management	40	47
  Junior management	70	71

3. Project specific tasks
   • The innovation project, Motus Xponential (m^x) innovation, has gained membership of over 3 000 staff members. This project has gained momentum and is effective in all divisions. The new innovation development projects are in progress.
   • AARTO and POPIA legislation: successfully implemented the required POPIA and AARTO processes and controls to ensure compliance with legislation effective 1 July 2021.
   • IT projects: critically reviewed all major IT projects in the Group and re-aligned the projects to ensure costs and timelines are in line with expectations.
4. Individual performance
   • Kerry exceeded individual performance expectations during the COVID-19 crisis and was awarded a 10% allocation.

Prescribed officer remuneration

Prescribed officers are persons, not being directors, who either alone or with others exercise executive control and management of the whole or a significant portion of the business of the company.

Corné Venter – CEO: Retail and Rental South Africa

2021 Remuneration

Cash component R’000	Retirement and medical contributions R’000	Other benefits R’000	STI bonus R’000	Total cash remuneration R’000	Gains on exercise of LTI awards R’000	2021 Total taxable remuneration realised R’000	2020 Total taxable remuneration realised R’000
3 432	453	263	3 957	8 105	636	8 741	6 277

TGP

Corné's TGP was reduced by 15% for the three months to 30 September 2020 due to the COVID-19 crisis (R161 248), with no increase for the financial year. His TGP is R4 148 000 (2020: R4 127 000). The remuneration for this position was externally benchmarked during the year against companies with a similar size, complexity and geographic spread.

STI

Based on the computation (set out below) according to STI criteria set during July 2020, Corné achieved 92% of the set criteria. An annual incentive of R3 957 000 was paid (2020: R2 150 000).

LTI

The two criteria for the 2017 LTIs were investment in an equal number of company shares to the DBP shares awarded and continued employment with the Group until the vesting date.

The two criteria for the 2017 SARs LTIs were the achievement of ROIC growth greater than WACC and HEPS growth in relation to the listed companies of the peer group.

Based on the LTI criteria set during July 2017, Corné achieved 100% of the DBP criteria and 23% of the SARs criteria resulting in the vesting and exercise of LTI awards amounting to R636 000.

Annual allocation of CSPs in line with LTI award benchmarks for an executive committee member and business unit leader to a value of R3 248 000 (2020: R2 150 000) were awarded in September 2021. The CSPs are subject to performance criteria set out above and will vest in 2024 or 2025.

Niall Lynch – CEO: Hyundai South Africa

2021 Remuneration

Cash component R’000	Retirement and medical contributions R’000	Other benefits R’000	STI bonus R’000	Total cash remuneration R’000	Gains on exercise of LTI awards R’000	2021 Total taxable remuneration realised R’000	2020 Total taxable remuneration realised R’000
2 868	421	255	3 800	7 344	553	7 897	6 503

TGP

Niall's TGP was reduced by 15% for the three months to 30 September 2020 due to the COVID-19 crisis (R133 125) and no inflationary increase was awarded in the financial year. His TGP is R3 544 000 (2020: R3 419 000). The remuneration for this position was externally benchmarked during the year against companies with a similar size, complexity and geographic spread.

STI

Based on the computation (set out below) according to STI criteria set during July 2020, see the STI computation below. Niall achieved 100% of the set criteria. An annual incentive of R3 800 000 was paid (2020: R2 500 000).

LTI

The two criteria for the 2017 LTIs were investment in an equal number of company shares to the DBP shares awarded and continued employment with the Group until the vesting date.

The two criteria for the 2017 SARs LTIs were the achievement of ROIC growth greater than WACC and HEPS growth in relation to the listed companies of the peer group.

Based on the LTI criteria set during July 2017, Niall achieved 100% of the DBP criteria and 23% of the SARs criteria resulting in the vesting and exercise of LTI awards amounting to R553 000.

Annual allocation of CSPs in line with LTI award benchmarks for an executive committee member and business unit leader to a value of R2 800 000 (2020: R1 775 000) were awarded in September 2021. The CSPs are subject to performance criteria set out above and will vest in 2024 or 2025.

STI computation for the 2021 financial year for the prescribed officers:

		Maximum STI as % of TGP	Achievement: Corné Venter	Achievement: Niall Lynch	Note
Achieving Group operating profit in excess of R2 800 million (2020: R2 100 million)		15	15	15
Achieving divisional PBT target		30	30	30	Note 1
Achieving divisional working capital and cash generation targets		15	15	15	Note 2
Transformation		20	12	20	Note 3
	– Enhance transformation and diversity across all operations
	– Implement a strategy to attract, develop and retain talent
	– Growth in black senior, middle and junior management, B-BBEE scorecard, succession and talent management
Market share/specific projects		10	10	10	Note 4
Individual performance		10	10	10	Note 5
Maximum as percentage of TGP		100	92	100

Notes to the STI computation:

1. Divisional operating profit target
   • Corné and Niall achieved the full 30% for these criteria.
2. Divisional working capital target and cash generation targets
   • Corné and Niall achieved targeted inventory levels and cash flow targets.
3. Transformation
   • Growth in black senior, middle and junior management, B-BBEE scorecard, succession and talent management:

     	Black
     Retail and Rental: South Africa	Prior year %	Actual %
     Senior management	50	50
     Middle management	43	43
     Junior management	62	63

     Corné partly achieved his targets and scored 12% out of 20&. The transformation targets were not exceeded as there were a significant number of retrenchments.

     	Black
     Hyundai South Africa	Prior year %	Actual %
     Senior management	31	50
     Middle management	46	50
     Junior management	60	69

     Niall achieved 100% of the employment equity targets.

4. Market share/specific projects
   • Corné: various actions were taken in the car rental and retail business, including the multi-franchising of dealerships.
   • Niall: grew Hyundai market share to in excess of 7% (from 6,6%).
   • Corné and Niall were awarded 10% of their award for this performance criteria.
5. Individual performance
   • Corné and Niall exceeded individual performance expectations during the COVID-19 crisis and were awarded their 10% allocations.

Ntando Simelane – Company Secretary and Head of Legal Counsel

2021 Remuneration

Cash component R’000	Retirement and medical contributions R’000	Other benefits R’000	STI bonus R’000	Total cash remuneration R’000	Gains on exercise of LTI awards R’000	2021 Total taxable remuneration realised R’000
683	66	1	1 000	1 750	–	1 750

TGP

Ntando was appointed on 1 April 2021. His annualised TGP amount is R3 000 000. The remuneration for this position was externally benchmarked during the year against companies with a similar size, complexity and geographic spread.

STI

In terms of Ntando's recruitment contract a pre-determined annual incentive of R1 000 000 was paid.

LTI

Annual allocation of CSPs in line with LTI award benchmarks for an executive committee member, legal counsel and Company Secretary to a value of R1 050 000 were awarded in September 2021. The CSPs are subject to performance criteria set out above and will vest in 2024.

Janine Jefferies – Company Secretary and Head of Legal Counsel

2021 Remuneration

Cash component R’000	Retirement and medical contributions R’000	Other benefits R’000	STI bonus R’000	Total cash remuneration R’000	Gains on exercise of LTI awards R’000	2021 Total taxable remuneration realised R’000	2020 Total taxable remuneration realised R’000
782	70	83	–	935	–	935	2 913

TGP

Janine's TGP was reduced by 10% for the three months to 30 September 2020 due to the COVID–19 crisis (R55 000) and no inflationary increase was awarded in the financial year. Her annualised TGP amount is R2 198 000 (2020: R2 198 000). The remuneration for this position was externally benchmarked during the year against companies with a similar size, complexity and geographic spread.

STI

Janine resigned on 28 February 2021 and as a result no STI was paid.