*	13th cheque over and above base pay and benefits.
**	Employees' share ownership opportunities exist through the 10th Anniversary Employees' Share Trust and Injabulo Staff Trusts, subject to qualification criteria being met.

Element of pay type	Purpose	Performance period	Performance measures	Settlement	Application
Variable
Short-term incentive Executive committee performance management scheme (ECPMS)	Drive a 'pay for performance' culture and reward the achievement of business objectives and in so doing aligns employee focus with shareholder expectations while simultaneously promoting retention through share ownership.	Financial measure: Bi-annually - 1 July to 31 December and 1 January to 30 June Non-financial measure: Annually - 1 July to 30 June	Financial targets (65% weighting) are measured bi-annually with reference to the group average achieved for PAL. Non-financial measures (35% weighting) comprise individual key performance areas (KPA), which in turn have reference to the group's strategic objectives. Targets for measuring the achievement of the non-financial performance criteria are individually tailored and are predetermined prior to the commencement of an incentive period, in consultation with the CEO. Achievement of these targets incrementally trigger awards. A point scale of 0 to 7 points per KPA is utilised to measure achievement against each set and agreed KPA: Below target threshold: 0 points Target threshold: 1 point On-target: 5 points Stretch target: 7 points	Financial measure: February and August Non-financial measure: August	Exco
Variable
Short-term incentive Executive director incentive scheme (EDIS)	Drive a 'pay for performance' culture and reward the achievement of business objectives and in so doing aligns employee focus with shareholder expectations while simultaneously promoting retention through share ownership.	Annually - 1 July to 30 June	Financial drivers (65% weighting) comprise the weighting assigned to the group pool drivers, namely normalised group EBITDA (70%) and normalised fully diluted HEPS (30%) with the percentage threshold performance scale reflecting a bonus rating of 75% if the percentage target achieved is 85% for EBITDA and 90% for HEPS. The percentage target performance scale will reflect a bonus rating of 100% if the percentage target achieved is 100% for both EBITDA and HEPS. The stretch performance scale will reflect a bonus rating of: 175% if the percentage target achieved is: 110% for EBITDA 115% for HEPS. 250% if the percentage target achieved is: 115% for EBITDA 130% for HEPS. Non-financial measures (35% weighting) include, but are not limited to, the achievement of, alternatively progress made towards the achievement of, strategic objectives, group performance against peers/competitors, increase in profit, completing projects within budget and/or prior to deadline and other key performance drivers of the business, e.g. return on equity (ROE). Scale used in evaluating achievement: Threshold target percentage achieved = 80% of each driver On-target percentage achieved = 100% of each driver Stretch target percentage achieved = 120% of each driver.	August	EDs
Element of pay type	Purpose	Performance period	Performance measures	Settlement	Application
Variable
Long-term incentive (RSP and SAR)	Aligns employee interests with shareholders' interests.	Annual awards with three-year vesting periods and subject to vesting conditions being met.	RSP: earning of a bonus in the preceding financial year. SAR: achievement of threshold or target performance conditions, measured over a three-year period and vesting only to the extent performance conditions are met.	Settlement takes place as directed by the participant.	RSP: General managers Senior management Head office management Exco ED SAR: Senior management Exco ED

Re-pricing, regranting and backdating of awards are prohibited. No awards are allocated or exercised during closed periods.

Bonus tables

The bonus achievable for each of the STI schemes are reflected in the tables below:

Bonus achievable percentage – PAL

Scale (total PAL score of 100%)	General managers – bonus % – half-yearly annual salary	Head office and senior management – bonus % – half-yearly
65% – 69%	5	Group average up to a maximum of 40%
70% –74%	10
75% – 79%	17.5
80% – 84%	25
85% – 89%	32.5
90% –95%+	40

Bonus achievable – ECPMS

Overall PAL scale		Bonus % of half-annual TGP		Exco – bonus %
65% – 68%		10		Financial element (65% of TGP): measured bi-annually with reference to the PAL group average Non-financial element (35% of TGP): measured annually Total STI capped at 50%
69% – 72%		12.5
73% – 76%		16.25
77% – 80%		24.5
+80%		32.5

Table explanation:

• If the group achieves an average PAL score below 65% then the payout percentage is 0% of 50% TGP
• If the group achieves an average 65% to 68% PAL score for the relevant six-month period then the payout percentage is 10% of 50% of TGP
• If the group achieves an average 69% to 72% PAL score for the relevant six-month period then the payout percentage is 12.5% of 50% of TGP
• If the group achieves an average 73% to 76% PAL score for the relevant six-month period then the payout percentage is 16.25% of 50% of TGP
• If the group achieves an average 77% to 80% PAL score for the relevant six-month period then the payout percentage is 24.5% of 50% of TGP
• If the group achieves an average 80% PAL score or greater for the relevant six-month period then the payout percentage is 32.5% of 50% of TGP

Bonus achievable – EDIS – CEO, CFO and COO

• Financial element (65% of TGP) achievement of HEPS (30%) and EBITDA (70%)
• Non-financial element (35% of TGP) comprises strategic objectives and other key performance drivers
• Measured annually
• Bonus capped at 100% of TGP for CFO and COO and 120% of TGP for CEO

Long-term incentive (LTI)

		SAR Scheme		RSP
Description		Participants receive a conditional right to receive shares in the company, equal to the difference between the exercise price and the grant price multiplied by the number of SAR awards exercised.		Participants will receive a full share and become a shareholder on the award date, but subject to forfeiture in the event that the employee leaves the employment of the company within a specified period. These shares entitle participants to share in dividends and to exercise voting rights.However, the participant cannot sell or encumber the shares prior to vesting.
Purpose		To attract, retain and incentivise employees.		To attract, retain and incentivise employees.To provide selected employees with the opportunity of receiving shares in the company.The RSP was initially used as a retention mechanism or as a tool to attract prospective employees, but is now being used as a tool to incentivise and retain employees.
Eligibility		ED Exco Senior management		ED Exco Senior management Head office management General managers
Company limit		The aggregate number of shares which may be allocated under the SAR and RSP at any time may not exceed 2 997 074 shares. This limit excludes shares purchased in the market and shares forfeited.
Individual limit		The maximum number of shares which may be allocated to any one individual in respect of unvested SAR and RSP awards may not exceed 428 154 shares.
Settlement method		The rules of the LTI plans cater for the following: Market purchase of shares Issue/subscription of new shares However, the group's preference is to settle all awards under the SAR and RSP from a market purchase of shares. The rules of the RSP have been drafted more broadly to also include the use of treasury shares as a settlement method. As a fall-back provision, the employee may be paid cash in lieu of shares (SAR).
Termination of employment		Participants terminating employment prior to the vesting date of a particular award will be classified as a good or bad leaver. Bad leavers will forfeit all awards on the date of termination of employment. In the case of good leavers, a pro rata portion of all unvested awards will vest on the date of termination of employment. The pro rata portion will reflect the number of months served since the date of grant and the extent to which the performance conditions (if any) have been met. The balance of the awards will lapse. In the case of the SAR Scheme, all vested awards should be exercised within six months from the date of termination of employment.
Change of control		In the case of a change of control, a pro rata portion of all unvested awards will vest on the date of change of control. The pro rata portion will reflect the number of months served since the date of grant and the extent to which the performance conditions (if any) have been met and are to be exercised within a period determined by Remcom.
Variation in share capital		In the event of a variation in share capital, the participants will continue to participate in the various long-term incentive (LTI) plans. Remcom may, however, where the group's value has been materially affected, make an adjustment to the number of awards to give a participant an equivalent fair value of the equity capital as to which he/she would have been entitled prior to the event.
Allocation methodology		Annual, subject to the discretion of the Remcom. SAR awards = (SAR face value % of TGP x TGP)/grant price.		Restricted shares: ad hoc, as determined by Remcom. Bonus shares: annually, subject to the discretion of Remcom and subject to the earning of a cash bonus as measured against the defined performance criteria of the STI. Value of bonus shares = bonus match % x total annual bonus. Bonus shares = (individual value of bonus/total bonus) x number of bonus shares acquired.
Grant price		The volume weighted average share price for the 10 business days prior to the date of grant.		N/A
Vesting period		Three years		Three years
Lapse period		Seven years		N/A
Performance conditions		Growth in normalised, fully diluted HEPS. Two HEPS targets will be set: Threshold – consumer price index (CPI) over the three-year performance period Target – CPI +2 percentage points per annum over the three-year performance period. 25% will vest if threshold performance is achieved and 100% will vest if target performance is achieved. Linear vesting will occur between the threshold and the target.		The earning of a short-term incentive (STI), which is subject to defined performance criteria, is the proxy for participation. No other performance conditions, save for continued employment, are imposed.

Package design for executive directors, the group's prescribed officers

Due to the leveraged nature of the SAR and the difficulty in predicting the value thereof, it has been excluded from the LTI component.

Employee share ownership – City Lodge 10th Anniversary Employees' Share Trust (10th Anniversary Trust) and Injabulo Staff Share Scheme (Injabulo Trust)

All employees not participating in the group's LTI plans and who, at the relevant date, being the first day of the month following that during which the company pays its final dividend, have been in the full-time employ of the company for at least 12 months, are eligible to participate in the 10th Anniversary Trust and, when it unwinds, the Injabulo Trust.

10th Anniversary Trust

The 10th Anniversary Trust holds approximately 1.16% of the group's issued share capital, which was acquired through an interest-free loan from the company, the details of which can be found in the directors' report.

The Injabulo Trust

The Injabulo Trust was established with the implementation of the group's black economic empowerment transaction whereby the Vuwa SPV and the University of Johannesburg School for Tourism and Hospitality, together with the Staff Trust SPV acquired 15% of the group's issued share capital. The Injabulo Trust is the sole shareholder of the Staff Trust SPV, which holds 5.87% of the group's issued share capital. The note on page 136 provides more information in this regard.

Subject to the provisions of the respective trust deeds, including, inter alia, funding arrangements, beneficiaries are entitled to the following:

• a proportion of all dividends received
• a proportion of the growth in the value of the shares held, distributed in the form of shares.

No income and/or growth distributions will be made under the Injabulo Trust until the loan in respect of the shares held by the Staff Trust SPV has been repaid in full.

Service contracts and notice periods

There are no contractual arrangements applicable to the appointments and termination of the EDs or Exco.

All employees are issued with a letter of appointment detailing their remuneration as well as notice period, which is one month for all staff, except for general managers, head office managers and heads of departments where two months' notice applies and Exco and EDs where three months' notice applies.

Regarding the ED and Exco:

• no sign on, retention or restraint payments are made, save for in exceptional circumstances
• on early termination of employment,
  • there is no automatic entitlement to:
    • bonus
    • share-based payments
  • good leavers will be entitled to:
    • leave pay
    • pro-rated vesting of LTIs, if applicable.

Non-executive directors' remuneration

Appointment and term

The appointment of directors is a matter for the board as a whole, assisted where appropriate by Remcom, and subject at all times to the approval of shareholders.

Board appointments are governed by the Companies Act, JSE Listings Requirements, policy on the appointment to the board and gender diversity and the group's MoI, which provide for at least one-third of the NEDs to retire by rotation at the group's AGM. The directors so retiring may, if eligible, offer themselves for re-election. Termination of office may occur at retirement age, or alternatively will occur if a director is prohibited by law from being a director, fails to be re-elected, is found to be guilty of misconduct or fails to attend meetings without good reason, or poor performance.

NEDs do not have service contracts, but are issued with letters of appointment detailing, among other things, their responsibilities.

They do not participate in the group's STI and LTI schemes.

Fees and basis of remuneration

Fees payable to the NEDs are reviewed annually and are not linked to the group's share price or performance.

In recognition of their ongoing responsibilities and contribution outside of meetings, as well as historically good meeting attendance, NEDs receive an annual fee, not a base fee and fee per meeting attended. The same applies to sub-committees, with a premium being paid to the chairmen. The fee paid to the chairman of the board is inclusive of all board and committee attendances as well as other responsibilities across the group.

Exceptional circumstances may present themselves which merit the establishment of an ad hoc sub-committee of the board to investigate and advise the full board on a matter and justify payment of fees in addition to those paid to NEDs for their services. In compliance with the Companies Act, the company would, without the prior approval of shareholders, not be able to remunerate the members of such ad hoc committee for the extraordinary services rendered. Accordingly provision is made for payment of such fees.

The fee structure is as far as possible aligned with the market, taking cognisance of the size and market capitalisation of the various companies included in the sample considered when determining fees payable, as well as macro-economic factors, consumer price index (CSI), the financial position of the company and additional responsibilities placed on board members by new legislation and corporate governance principles.

Based on management's recommendations, Remcom and in turn the board review and propose NED fees to shareholders at the AGM. Fees are:

• paid quarterly, in arrears, in cash
• pro-rated in line with the period served in the case of appointments or resignations during a financial year.

The fee structure, as approved by shareholders, remains in place for the financial year.

Expenses

Travel, hotel and other expenses reasonably and necessarily incurred on company business is covered by the company, subject to production of the appropriate supporting documentation in accordance with the travel policy.

Premiums for directors' and officers' insurance cover are also paid by the company.

PART 3 - IMPLEMENTATION REPORT

Guaranteed pay review and increases

Guaranteed pay is reviewed annually taking the approved increase mandate, macro-economic factors and performance into account. Mandated increases take effect on 1 August.

Exco members are formally graded using the 21st Century Pay Solutions Execumeasure system (Execumeasure), as well as in terms of the Paterson grading model in an effort to ensure effective benchmarking.

The annual review of Exco's fixed remuneration, which takes place between May and July, is benchmarked to the market. In carrying out its mandate to promote fair and responsible remuneration, Remcom engaged the services of 21st Century to report on market increase trends and organisations' responses to COVID-19.

The board, having considered Remcom's recommendation, taking current circumstances, benchmark data received from 21st Century and affordability into consideration agreed to a 0% increase for all staff, with effect from 1 August 2020.

Achievement of STI outcomes

PAL bonus

Hotel performance averaged at 62.50% and 0%, respectively, for the first measurement period, the second period not having been measured due to lockdown and the resultant closure of the group's hotels. This translated into a group average payout of 4.27% of half-annual salary for the first six months, reflective of the already challenging operating conditions.

ECPMS

No STIs were payable to the Exco under the circumstances, notwithstanding that certain KPAs may have been met.

EDIS

No STIs were payable to the EDs under the circumstances, notwithstanding that certain KPAs may have been met.

LTIs

Granted and awarded

There have been no changes to policies regarding SAR and RSP. The details of the allocations made during the financial year are set out as follows:

SAR Scheme

Annual awards are made with reference to the face value of the award and determined using the below formula:

• TGP x set multiple = number of SARs to be allocated
• 228 608 awards were granted to 14 participants in September 2019.

The following performance conditions were imposed:

Performance conditions

Threshold performance condition average annual percentage growth in normalised fully diluted HEPS (as reported in the published annual financial statements for the year ended 30 June 2019, being 613.40 cents) over a three-year period exceeds the average annual growth in the CPI per annum over the same three-year period.

Target performance condition average annual percentage growth in normalised fully diluted HEPS (as reported in the published annual financial statements for the year ended 30 June 2019, being 613.40 cents) over a three-year period exceeds the average annual growth in CPI +2 percentage points per annum over the same three-year period.

RSP

The RSP operates in conjunction with the STI. There are no performance criteria other than the earning of a cash bonus as measured against the defined performance criteria of the STI and continued employment with the company.

In total, 33 847 shares were allocated to 60 participants during the financial year.

Employee share ownership - 10th Anniversary Share Trust

In total, 944 employees received a cash distribution of R1 567.80 from the 10th Anniversary Trust during the reporting period (2019: 949 employees received a cash distribution amounting to R1 900 and growth distribution of three shares).

LTI vesting outcomes

Vesting of 2017 SAR Award

Following the non-achievement of the performance conditions imposed in respect of the 2017 grant, as confirmed by the Remcom, the 2017 SAR award did not vest.

Total remuneration outcomes

The composition of remuneration outcomes during the 2020 financial year for the executive directors (prescribed officers) are represented graphically below.

CFO remuneration aggregates the remuneration of the current and former CFOs for the year.

Termination of office payments

No termination payments were made during the year.

Details of remuneration paid

The remuneration of executive directors of the group for the past two financial years is displayed in the following tables in note 21.

Details of remuneration paid

2019
R000	Basic  salary		Performance  and  other  bonus		Fringe  benefits  and  allowances		Pension  fund  contributions		Total   annual   remuneration		LTI     reflected1,2		Total  single  figure of  remuneration
A W Dooley	2 325		669		226		243		3 463		335		3 798
L G Siddo	2 301		505		8		241		3 055		253		3 308
A C Widegger	4 722		1 351		34		756		6 863		676		7 539
	9 348		2 525		268		1 240		13 381		1 264		14 645

1	The SARs granted on 1 September 2016 with performance period ended on 30 June 2019 are included in the LTIP reflected for 2019 at the intrinsic value of Rnil per share based on 0% of the awards vesting.
2	The value of the bonus shares awarded in 2019 on the basis of performance for the 2019 financial year is reflected in the 2019 single figure of remuneration.

2020
R000	Basic  salary		Performance   and   other   bonus3		Fringe  benefits  and  allowances		Pension  fund  contributions		Total  annual  remuneration		LTI     reflected4,5		Total  single  figure of  remuneration
A W Dooley (resigned 9 March 2020)	1 778		–		21		181		1 980		–		1 980
L G Siddo	2 497		–		9		215		2 721		–		2 721
D Nathoo (appointed 9 March 2020)	763		600		17		–		1 380		–		1 380
A C Widegger	5 054		–		32		641		5 727		–		5 727
	10 092		600		79		1 037		11 808		–		11 808

3	Bonus relates to signing on bonus on appointment as chief financial officer.
4	The SARs granted on 1 September 2017 with performance period ended on 30 June 2020 are included in the LTIP reflected for 2020 at the intrinsic value of Rnil per share based on 0% of the awards vesting.
5	The value of the bonus shares awarded in 2020 on the basis of performance for the 2020 financial year is reflected in the 2020 single figure of remuneration.

Schedule of unvested awards and cash flow on settlement

2019

Name

Opening  number on  1 July 2018  Number  of awards

Granted  during  2019  Number  of awards

Forfeited/  lapsed during  2019  Number  of awards

Exercised/  settled during  2019  Number  of awards

Closing  number on  30 June 2019  Number  of awards

Cash value   during   the year  8 ZAR

Closing  estimated  fair value at  30 June 2019  8,9,10,11,12,13,14,15,16 ZAR

Executive director

A C Widegger

Share appreciation rights5

01/09/2012

62 110

–

–

–

62 110

–

1 212 666

01/09/2013

26 136

–

–

–

26 136

–

–

01/09/2014

27 359

–

–

–

27 359

–

–

01/09/20156

25 207

–

(25 207)

–

–

–

–

01/09/20167

23 633

–

–

–

23 633

–

–

01/09/2017

30 245

–

–

–

30 245

–

299 980

01/09/2018

45 360

–

–

45 360

–

899 791

01/09/2019

Restricted share plan – bonus shares5

04/09/2015

9 016

–

–

(9 016)

–

1 208 234

–

04/09/2016

7 902

–

–

–

7 902

33 979

831 168

15/09/2017

4 882

–

–

–

4 882

20 993

513 511

14/09/2018

2 509

–

–

2 509

5 746

263 908

18/09/2019

Total

1 268 952

4 021 024

5	Vesting will be assessed three years from the grant of the awards.
6	The SARs granted on 1 September 2015 lapsed during the 2019 financial year due to the performance conditions not being met.
7	The SARS grants on 1 September 2016 lapsed during the 2020 financial year due to performance conditions not being met.
8	The cash value received includes the value participants receive on the vesting/exercise of awards as well as dividends received on outstanding awards.
9	The SARs granted on 1 September 2012 are included at an intrinsic value of R19.52 per instrument which includes an estimate of 100% of performance conditions being met.
10	The SARs granted on 1 September 2013 are included at an intrinsic value of Rnil per instrument which includes an estimate of 100% of performance conditions being met.
11	The SARs granted on 1 September 2014 are included at an intrinsic value of Rnil per instrument which includes an estimate of 100% of performance conditions being met.
12	The SARs granted on 1 September 2015 are included at an intrinsic value of Rnil per instrument which includes an estimate of 0% of performance conditions being met.
13	The SARs granted on 1 September 2016 are included at an intrinsic value of Rnil per instrument which includes an estimate of 0% of performance conditions being met.
14	The SARs granted on 1 September 2017 are included at an estimated fair value based on an indicative valuation at R9.92 per instrument which includes an estimate of 50% of performance conditions being met.
15	The SARs granted on 1 September 2018 are included at an estimated fair value based on an indicative valuation of R19.84 per instrument which includes an estimate of 100% of performance conditions being met.
16	The restricted bonus shares granted in 2016, 2017 and 2018 are included at the 20-day VWAP of R105.18 at year-end and an estimated 100% vesting.

2020
Name	Granted  during  2020  Number  of awards		Forfeited/  lapsed during  2020  Number  of awards		Exercised/  settled during  2020  Number  of awards		Closing  number on  30 June 2020  Number  of awards		Cash value   during   the year8 ZAR		Closing  estimated  fair value at  30 June 2020  17,18,19,20,21,22,23,24 ZAR
Executive director
A C Widegger
Share appreciation rights5
01/09/2012	–		(62 110)		–		–		–		–
01/09/2013	–		–		–		26 136		–		–
01/09/2014	–		–		–		27 359		–		–
01/09/20156	–		–		–		–		–		–
01/09/20167	–		(23 633)		–		–		–		–
01/09/2017	–		–		–		30 245		–		–
01/09/2018	–		–		–		45 360		–		39 314
01/09/2019	39 324		–		–		39 324		–		153 040
Restricted share plan - bonus shares5
04/09/2015	–		–		–		–		–		–
04/09/2016	–		–		(7 902)		–		658 790		–
15/09/2017	–		–		–		4 882		14 158		129 669
14/09/2018	–		–		–		2 509		7 276		66 640
18/09/2019	7 204		–		–		7 204		11 022		191 334
Total									691 246		579 997

17	The SARs granted on 1 September 2013 are included at an intrinsic value of Rnil per instrument which includes an estimate of 100% of performance conditions being met.
18	The SARs granted on 1 September 2014 are included at an intrinsic value of Rnil per instrument which includes an estimate of 100% of performance conditions being met.
19	The SARs granted on 1 September 2015 are included at an intrinsic value of Rnil per instrument which includes an estimate of 0% of performance conditions being met.
20	The SARs granted on 1 September 2016 are included at an intrinsic value of Rnil per instrument which includes an estimate of 0% of performance conditions being met.
21	The SARs granted on 1 September 2017 are included at an intrinsic value of Rnil per instrument which includes an estimate on 0% performance conditions being met.
22	The SARs granted on 1 September 2018 are included at an estimated fair value based on an indicative valuation at R0.87 per instrument which includes an estimate of 50% of performance conditions being met.
23	The SARs granted on 1 September 2019 are included at an estimated fair value based on an indicative valuation at R3.89 per instrument which includes an estimate of 100% of performance conditions being met.
24	The restricted bonus shares granted in 2017, 2018 and 2019 are included at the 20-day VWAP of R26.56 at year-end and an estimated 100% vesting.

2019

Name

Opening  number on  1 July 2018  Number  of awards

Granted  during  2019  Number  of awards

Forfeited/  lapsed during  2019  Number  of awards

Exercised/  settled during  2019  Number  of awards

Closing  number on  30 June 2019  Number  of awards

Cash value  during  the year 8 ZAR

Closing  estimated  fair value at  30 June 2019  9,10,11,12,13,14,15,16 ZAR

Executive director

A Dooley – Resigned 9 March 2020

Share appreciation rights5

01/09/20156

4 552

–

(4 552)

–

–

–

–

01/09/20167

4 268

–

–

–

4 268

–

–

01/09/2017

5 642

–

–

–

5 462

–

54 174

01/09/2018

18 720

–

–

18 720

–

371 342

01/09/2019

Restricted share plan – bonus shares5

04/09/2015

1 824

–

–

(1 824)

–

244 434

–

05/09/2016

1 085

–

–

–

1 085

4 666

114 125

15/09/2017

1 661

–

–

–

1 661

7 142

174 711

14/09/2018

1 392

–

–

1 392

3 188

146 417

18/09/2019

Total

259 430

860 769

Executive director

L G Siddo

Share appreciation rights5

01/09/20167

8 136

–

–

–

8 136

–

–

01/09/2017

5 535

–

–

–

5 535

–

54 898

01/09/2018

–

18 360

–

–

18 360

–

364 201

01/09/2018

Restricted share plan – bonus shares5

05/09/2016

595

–

–

–

595

2 559

62 585

15/09/2017

957

–

–

–

957

4 115

100 662

14/09/2018

693

–

–

693

1 587

72 893

18/09/2019

Total

8 261

655 239

2020
Name	Granted  during  2020  Number  of awards		Forfeited/  lapsed during  2020  Number  of awards		Exercised/  settled during  2020  Number  of awards		Closing  number on  30 June 2020  Number  of awards		Cash value    during    the year8 ZAR		Closing  estimated  fair value at  30 June 2020  16,17,18,19,20,21,22,23 ZAR
Executive director
A Dooley - Resigned 9 March 2020
Share appreciation rights5
01/09/20156	–		–		–		–		–		–
01/09/20167	–		(4 268)		–		–		–		–
01/09/2017	–		(5 462)		–		–		–		–
01/09/2018	–		(18 720)		–		–		–		–
01/09/2019	20 074		(20 074)		–		–		–		–
Restricted share plan - bonus shares5
04/09/2015	–		–		–		–		–		–
05/09/2016	–		–		(1 085)		–		90 456		–
15/09/2017	–		(1 661)		–		–		–		–
14/09/2018	–		(1 392)		–		–		–		–
18/09/2019	3 568		(3 568)		–		–		–		–
Total									90 456		–
Executive director
L G Siddo
Share appreciation rights5
01/09/20167	–		(8 136)		–		–		–		–
01/09/2017	–		–		–		5 535		–		–
01/09/2018	–		–		–		18 360		–		15 913
01/09/2018	19 696		–		–		19 696		–		76 654
Restricted share plan - bonus shares5
05/09/2016	–		–		(595)		–		49 605		–
15/09/2017	–		–		–		957		2 775		25 418
14/09/2018	–		–		–		693		2 010		18 406
18/09/2019	2 693		–		–		2 693		4 120		71 529
Total									58 510		207 920

Non-executive directors

(Refer to special resolution number 1 in the notice of AGM, detailing NED fees.)

The fees currently paid, as approved by shareholders at the AGM held on 7 November 2019, together with the proposed fees for the 2021 financial year, reflecting no increase in fees payable, are detailed hereunder.

	1 July 2019   per annum   (R)		1 July 2020   per annum* (R)		(%)
Chairman	1 060 000		1 060 000		0.0
Lead independent director	343 000		343 000		0.0
Services as a director	262 000		262 000		0.0
Chairman of audit committee	184 000		184 000		0.0
Other audit committee members	84 500		84 500		0.0
Chairman of remuneration and nominations committee	162 000		162 000		0.0
Other remuneration and nominations committee members	73 000		73 000		0.0
Chairman of risk committee	126 000		126 000		0.0
Other risk committee members	57 500		57 500		0.0
Chairman of social and ethics committee	83 000		83 000		0.0
Ad hoc committee	2 100 per hour capped at 40 000		2 100 per hour capped at 60 000		0.0
	2 435 000		2 435 000		0.0

*	The proposed fees exclude VAT, which is authorised to be paid in addition to the above fees to qualifying non-executive directors.

Stakeholder engagement

The company received and addressed a few remuneration-related queries prior to the 2019 AGM. These related to:

• Reappointment of KPMG as external auditor;
• Board composition - specifically tenure and its impact on independence and the subsequent effect on the composition of the audit committee;
• Remuneration - implementation of remuneration policy
  • ED STI
  • Criteria, including details of the non-financial criteria and their targets and reason for increase on prior year bonus to EDs
  • LTI – rationale behind the threshold and target performance conditions for the SAR awards
• Ad hoc/temporary committee – rationale for appointment and associated fee payable, outside of the existing standing committees

On the basis that the remuneration policy was endorsed by 97.14% of shareholders at the 2019 AGM, no further engagement was undertaken.

Statement of compliance

Remcom, having considered the principles and guidelines detailed in the remuneration policy, is satisfied that:

• there has been no material deviation in the application of the policy during the year under review
• any adjustments that have had to be effected as a result of COVID-19 have been in line with the policy framework, and having reviewed the report, including details relating to ED emoluments, confirms its inclusion in the Integrated Report.

Voting on implementation report

This report is subject to an advisory non-binding vote by shareholders at the 2020 AGM scheduled for 11 December 2020. Shareholders are requested to cast an advisory vote on the remuneration implementation report as contained in Part 3 of this report.

Approval of remuneration report by the board of directors

This remuneration report was approved by the board of directors of City Lodge Hotels Limited on 12 November 2020.