88 / 96
Remuneration report
continued
Our people and their remuneration
continued
Restraint of trade and notice period
To safeguard the shareholders of the Company and the proprietary, strategic, and confidential information to
which executive directors and prescribed officers are privy as a result of their employment, in 2014, management
recommended a contractual restriction on the freedom of any executive director or prescribed officer to conduct
business with a competitor. Under this agreement, new appointments were required to sign a “restraint of trade
agreement” prohibiting them from taking employment with a competitor company within six months from
termination of employment with MTN. For existing executive directors and prescribed officers however, given
their current contracts excluded restraint clauses, management continued to engage with them in a bid to
similarly agree to the restraint terms. Where engagements are successful, the executive director or prescribed
officer is issued with an annexure to their contract. This process is ongoing and shall extend to 2017.
All appointments post-2014, both executive directors and prescribed officers, have a six-month notice period.
In total, including the six-month restraint period, this means that executives and prescribed officers have a total
of 12 months, a period management believes is an adequate measure to protect the Company’s information.
Directors’ emoluments
Directors’ and prescribed officers’ emoluments and payments in the tables presented here have been audited.
Comparative figures for 2015 are available in the
AFS
. Full details on directors’ andprescribed officers’ emoluments
and equity compensation benefits for executive directors and directors of major subsidiaries in respect of the
share appreciation rights and share rights schemes are in the
AFS
. This also includes shareholdings and dealings
in MTN Group ordinary shares, MTN Zakhele and MTN Zakhele Futhi shares by MTN Group directors,
prescribed officers, the Group secretary and directors and company secretaries of major subsidiaries.
Emoluments
Non-executive directors
Date
appointed
Retainer
#
R000
Attendance
#
R000
Special
board
R000
Strategy
session
R000
Ad hoc
work
R000
Total
R000
PF Nhleko^
28/05/2013
2 568
638
351
420
–
3 977
KC Ramon
@
01/06/2014
325
429
174
159
–
1 087
KP Kalyan
13/06/2006
346
451
178
159
–
1 134
AT Mikati
∞
†
18/07/2006
1 302
764
295
368
480
3 209
MJN Njeke
~
13/06/2006
130
219
20
54
–
423
JHN Strydom
~
11/03/2004
125
241
28
54
–
448
AF van Biljon
01/11/2002
213
267
178
159
120
937
J van Rooyen
18/07/2006
373
486
166
159
120
1 304
MLD Marole
01/01/2010
349
644
178
159
–
1 330
NP Mageza
01/01/2010
408
547
166
159
–
1 280
A Harper
∞
01/01/2010
1 304
696
291
368
763
3 422
NL Sowazi
&
01/08/2016
107
122
73
–
–
302
SP Miller
∞&
01/08/2016
485
256
247
–
–
988
PB Hanratty
∞&
01/08/2016
488
264
251
–
–
1 003
S Kheradpir
∞
08/07/2015
1 275
565
138
239
1 166
3 383
Total
9 798
6 589
2 734
2 457
2 649 24 227
∞
Fees have been paid in euro.
†
Fees are paid to M1 Limited.
#
Retainer and attendance fees include fees for board and committee representation and meetings.
@
Fees paid to Anglogold Ashanti Limited.
^
Fees paid to Captrust Investments Proprietary Limited.
~
Retired on 25 May 2016.
&
Appointed to the board on 1 August 2016.
MTN Group Limited
Integrated Report 2016
86