Governance





This section provides a summary of some the key areas of our governance report.

Download the full governance report

Governance


Chairman
Key objectives:
Board leadership and performance, custodian of the corporate governance processes.
The PPC board
Key objectives:
Strategic planning, selling objectives, appointing CEO, monitoring implementation of board plans and strategies.
Audit committee
Key objectives:
Provide governance and compliance oversight of the financial results, performance of internal and external audit and the group’s system of internal control.
Nominations committee
Key objectives:
Ensure appropriate board composition induction and training of directors and succession plans.
Remuneration committee
Key objectives:
Establish a remuneration policy, monitor executive remuneration and ensure the mix of salary and incentives supports achieving PPC’s targets.
Investment committee
Key objectives:
Evaluate investment in, or divestment from other enterprises for purposes of enhancing the sustainable income of the group.
Social, ethics and transformation committee
Key objectives:
Monitor company activities on social, transformation and economic development, stakeholder relationships, good corporate citizenship, environment, labour and employment.
Risk and compliance committee
Key objectives:
Oversee implementation of an effective policy and plan for risk management and disclosure on risk that is comprehensive and relevant.

The interim chairman of our board is Peter Nelson who was appointed to that position on 29 March 2016. He was an independent non-executive director for the period under review. As interim chairman, he is responsible for board leadership and board governance, assisted by the company secretary. Together, they are responsible for the board’s annual work plan and ensuring the performance of the board is annually reviewed against performance standards.

In executing his responsibilities and those of the board, Peter is assisted by a very capable team of directors. On 12 September 2016, 12 directors served on the group board. The majority were non-executive directors, with an independent majority when classified against the JSE Listings Requirements.

More information on board composition and activities follows in this report. Most notable were the appointment of an interim chairman on 29 March 2016 and the appointment of one non-executive director at the AGM in January 2016.

During the year the following resignations and retirements were reported:

  • Mr BL Sibiya
  • Ms ZJ Kganyago
  • Mr MP Malungani.
Key roles and responsibilities
Key roles in the corporate governance of PPC lie mainly in the responsibilities of three functionaries:

The interim chairman: Peter Nelson
The role of the chairman is set out in a document approved by the board:
  • Lead the board, not the company 
  • afeguard the integrity of corporate governance processes and actions as determined collectively by the board
  • Be the link between the board and management, particularly the CEO
  • Be the main link between the board and shareholders, and the public at large.
The CEO: Darryll Castle 

The role of the CEO is determined by the board, formalised in the board charter and managed through his annual scorecard:
     
  • The CEO leads the company and the management team. He is responsible for the day-to-day operations of the company and is its principal spokesperson, while the chairman is the leader of the board.
The company secretary: Jaco Snyman
he role of the company secretary is largely determined in section 88 the Companies Act 2008 (the Act):
     
  • Guiding PPC’s directors collectively and individually on their duties, responsibilities and powers
  • Making directors aware of any law relevant to or affecting the company
  • Reporting to the board any failure by the company or a director to comply with the memorandum of incorporation, rules of the company or the Act
  • Ensuring minutes of all shareholders’ meetings, board meetings and the meetings of any committees of the directors, or of the company’s audit committee, are properly recorded
  • Certifying in the annual financial statements whether the company has filed required returns and notices in terms of this Act, and whether all returns and notices appear to be true, correct and up to date
  • Ensuring a copy of the company’s annual financial statements is sent to every person who is entitled to it.
The group company secretary provides the board as a whole and directors individually with guidance on discharging their responsibilities. He is a central source of information and advice to the board and in the company on matters of ethics and good governance. He also ensures the proceedings and affairs of the board, its committees, the company itself and, where appropriate, owners of securities in the company are properly administered in accordance with pertinent laws. Details of his qualifications and experience appear on page 23. The board evaluates the company secretary’s performance as part of its annual board evaluation.

He is responsible for compliance with the rules and Listings Requirements of the JSE and the Zimbabwe Stock Exchange on which the company’s securities are listed and administers the statutory requirements of the company and its subsidiaries in South Africa.

The company secretary is satisfied that he is able to effectively perform the role as gatekeeper of good governance in the company and to carry out his role and responsibilities as company secretary.

How the board operates

The members of our board are shown below:

Non-executive directors
PG Nelson, S Dakile-Hlongwane, N Goldin, T Leaf-Wright, T Mboweni, SK Mhlarhi, B Modise, T Moyo, C Naude, TDA Ross

Executive directors
DJ Castle, MMT Ramano

Independent non-executive directors
PG Nelson, N Goldin, T Leaf-Wright, T Mboweni, B Modise, T Moyo, C Naude, TDA Ross

The nominations committee annually evaluates whether the board’s size, diversity and demographics make it effective. A number of studies have shown that the composition of the board can have a significant impact on company performance. Early studies on board composition focused on factors such as independence of directors, with the impact of cognitive diversity in decision-making, gaining recognition only in recent years. Recent diversity studies have focused on gender diversity with interesting but mixed results.

At year-end, the board comprised an independent non-executive chairman, two executives and 10 non-executive directors. At its meeting in May 2016, the nominations committee evaluated the independence of non-executive directors and concluded that the following directors are independent as defined in King III (the code) and the JSE Listings Requirements.


The board has made notable progress in transformation and compliance with the BBBEE code as reflected in the following graphs.

Balance between executives and non-executives
During the review period, the balance on the PPC board between executive and non-executive directors moved further in favour of the non-executive directors by the appointment of additional non- executives while the number of executives remained at two.

Gender balance


At PPC, 33% of board members are women, and the chairperson of the risk and compliance committee is female.



In support of gender diversity the board has adopted the following policy statement:

“The PPC Board recognises the benefits of having a gender diverse Board, and sees increasing diversity at Board level as a competitive advantage. Gender diversity will be considered in determining the optimum composition of the Board and when possible should be balanced appropriately. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.

“The nominations committee will discuss and agree annual objectives for achieving gender diversity on the Board and recommend them to the Board for adoption.

“At the date of adoption of this Policy Statement, the Board’s aim was to ensure that at least 30% of the Board was made up of women and for that position to have exceeded 35% by the end of 2018.

“The nominations committee will report annually, in the corporate governance section of the Integrated Report to shareholders the achievement of the objectives for its gender diversity. This report will include a summary of this Policy Statement, the measurable objectives set for implementing the Policy and progress made towards achieving those objectives.”


Racial balance

At 17 November 2015, 53% of directors were black.

At 12 September 2016, 50% of directors were black.

Age analysis
Age diversity is considered when the nominations committee evaluates the board composition. The average age of the directors is 56 years.



Board tenure
All major ratings agencies include an assessment of board tenure as one of their criteria for evaluating board effectiveness, with longer tenure potentially leading to lower scores. The average tenure at our board is three years.




Comparison with peers on the JSE
With regards to corporate governance best practice we have noted the findings in the Spencer Stuart “South African Board Index 2015”. This report contains an analysis of practices at all the JSE-listed companies in 2015. PPC has exceeded the average on all the below mentioned scores:



Directors are appointed through a formal process and the nominations committee assists in identifying suitable candidates to be proposed to shareholders. This process is detailed in the company’s selection and appointment policy. The primary objective of this policy is to provide a transparent framework and set standards for the selection and appointment of high-calibre executive directors and non-executive directors with the capacity and ability to lead the company towards sustainable value creation and long-term growth. The nominations committee oversees this policy.

A formal induction programme is in place for new directors, and directors with less experience are developed through training programmes. For continuing development, PPC encourages directors to attend the professional development programmes of the Institute of Directors in Southern Africa (IoDSA).

While no limitations are imposed by the board charter, or otherwise, on the number of other appointments directors can have, approval must be obtained from the chairman prior to accepting additional commitments that may affect the time directors can devote to the group.

Annual board evaluation
The code requires annual board performance evaluations by the chairman or an independent service provider and that the results of these evaluations should identify training needs for directors. This year, the nominations committee appointed the company secretary to conduct the annual evaluation and the following elements were considered: The key findings indicated a notable improvement in the relationship between the board and management. The following can be reported:
  • Information flow - All but one member of the board confirmed that the reports and presentations to the board are appropriate. It was further confirmed that management is keeping the board abreast of internal and external issues and trends affecting group performance
  • Strategic planning – The board is satisfied that it is adequately and effectively involved in determination of the long-term strategy of the group (90% score) 

  • Relationships – The members are of the view that the chairman acts as an effective link between the board and management and particularly the board and the CEO.

The overall performance of the board also showed a very notable improvement:
2015 - 77% 2016 - 84%


Strategic planning
As a key performance area of the board, group strategy is mapped by the board in consultation with PPC’s executive committee (exco). The board appreciates the fact that strategy, risk, performance and sustainability are inseparable and annually reviews the strategy.

Internal control
Reporting in the company is structured so that key issues are escalated through the management team and ultimately to the board, if appropriate.

The board has delegated to the audit committee responsibility for reviewing, in detail, the effectiveness of the company’s system of internal controls. After completing these reviews, the committee reports to the board on its findings so that the board can take a view on this matter. This has been subject to regular review over a number of years, resulting in several refinements.

Delegation
The board delegates certain functions to committees and management, but without abdicating its own responsibilities. Delegation is formal and involves:
  • Approved and documented terms of reference for each committee of the board
  • Terms of reference are reviewed once a year
  • The committees are appropriately constituted with due regard to the skills required
  • The board has a framework for delegating authority to management.

How board committees operate
The board has six standing committees through which it operates. Committees play an important role in enhancing good corporate governance, improving internal controls and thus the sustainable performance of the company.

The chairpersons of these committees are independent non- executive directors.

In the interest of free information flow and good oversight, full or summary minutes of all committee meetings are included in document packs for board meetings. In addition, each chairperson was required to present an annual report on the activities of that committee at the board’s meeting in June 2016.

At this meeting, the board concluded that all committees had executed their responsibilities within the scope of their respective terms of reference in the review period.


Committee reports
RISK REPORT TO SHAREHOLDERS
Introduction
The committee is a committee of the board and its main objective is to ensure sustainable growth in all our businesses and to promote a proactive approach in evaluating, monitoring, resolving and reporting risks associated with our businesses.

This objective is supported by the following underlying policy statement:
To ensure protection of shareholder value through the establishment of an integrated risk management framework/system for identifying, assessing, mitigating, monitoring, evaluating and reporting risks.

Responsibilities
The responsibility for risk in the PPC group is clearly mapped and can be summarised as follows:
The board is accountable to shareholders for the governance of risk and to ensure that the company’s strategy and business plans have properly considered and evaluated the associated risks.

The board has delegated responsibility to evaluate the risk management process, the effectiveness of the risk management activities, the key risks facing the company and the appropriate responses to address key risks to the risk and compliance committee of the board. The members of the committee are:
  • B Modise (chair) – independent
  • TDA Ross – independent
  • D Castle – executive
  • T Leaf-Wright – independent
  • C Naude – independent.
The responsibility to design, implement and monitor the risk management plan has been delegated to management. The risk management plan ensures that the risk management policy is implemented and that the risk management processes are embedded in all the organisation’s practices and business processes.

The risk management process includes five main activities:
  • Although the risk management process in the group is guided from the centre, the responsibility for managing day-to-day operational risks remains with operations.
  • Communication and consultation is therefore important to ensure that the interests of stakeholders are understood and considered.
  • By establishing context we ensure that both the internal and external parameters are taken into account when managing risk.
  • Risk assessment refers to the overall process of risk identification, risk analysis and risk evaluation and is a key element in the process. Management teams are assisted in facilitated sessions to identify sources of risk, areas of impacts, events and their causes and their potential consequences.
  • Risk mitigation involves a cyclical process of assessing a risk treatment; deciding whether residual risk levels are tolerable or not. The purpose of risk treatment plans is to document how the chosen treatment options will be implemented.
  • Monitoring and review are a planned part of the risk management process.

Material issues
During the period under review all the risk registers in the PPC group had been reviewed.

Group capital structure risk
S&P has recently rerated the company and while it was indicated that PPC’s business risk profile remains fair, reference was made to liquidity and leverage concerns.

The severity and timing of this ratings action was unexpected and has therefore compelled the company to accelerate its capital raising plans and increase the quantum of the previously planned capital raise.

In light of the above and to mitigate the immediate risks, the board and the executive management of the company have reviewed the company’s business plan and capital structure and are in the process of implementing a funding strategy which incorporates a capital raise to deal effectively with the impact of a continued low-growth environment.

Group compliance
As a governance principle, the board ensures PPC complies with applicable laws and considers adhering to non-binding rules, codes and standards.

In the group, this responsibility has been delegated to the risk management and compliance committee. This committee’s responsibilities include monitoring compliance issues, approving the compliance policy, ensuring it is observed and that compliance risk is reported.

Management is responsible for implementing the compliance policy and the day-to-day management of compliance risks. This includes responsibility for ensuring appropriate remedial or disciplinary action is taken if breaches are identified.

The regulatory environment is constantly changing but with the assistance of the legal department, legislation applicable to PPC or a specific business unit are identified and incorporated into the respective country risk universes. The registers also indicate:
  • Regulators responsible for enforcing the legislation – Basic content and scope of the legislation
  • Analysis of the impact of legislation
  • Details of penalties for non-compliance
Legislation watchlist
The following new legislation is currently on the PPC group watchlist:
  • Draft Carbon Tax Bill : The draft carbon tax bill which was released for comment on 2 November 2015 and outlines the carbon tax. Implementation of the tax has been delayed a couple of times. While many believe delays will continue, the draft bill points to 1 January 2017 as the commencement date
  • Draft of the Broad-based socio-economic empowerment charter for the South African mining industry (Mining Charter): The draft mining charter has been published by the Department of Mineral Resources (DMR) in April. This charter is the instrument that gives effect to the intentions of the Mineral and Petroleum Resources Development Act and it is understood that this draft document will be the basis for engagement between the DMR and key industry stakeholders
  • The National Water Amendment Act has been promulgated and came into operation on 2 September 2014, the same date as the National Environmental Laws Amendment Act 2014. The 1998 Water Act dealt with water use licence applications, specifically for timeframes and appeals, to provide an integrated licencing system between the Departments of Mineral Resources, Environmental Affairs and Water Affairs. The amended act introduces a departure from the current appeal system
  • The National Environmental Management Laws Amendment Act 25 of 2014 was signed by the President. The Act seeks to amend various sections of the National Environmental Management Act 1998; National Environmental Management: Waste Act 2008 and National Environmental Management Amendment Act 2008
  • King IV: The Institute of Directors in South Africa (IoDSA) and King Committee have issued the draft sectoral supplements for the new King Code of Corporate Governance (King IV) for comment. The King IV Supplements will be open for comment from 11 May to 11 July 2016
  • Employment Equity Amendment Act entrenches the concept of “equal pay for work of equal value” to ensure parity in remunerating workers of the same employer doing work of equal value when all terms and conditions of employment are the same. Any differentiation in pay that cannot be justified becomes unfair discrimination. A provision has been made for better dispute resolution mechanisms by facilitating access to justice through the CCMA and Labour Court in unfair discrimination cases
Conclusion
Based on the processes and assurances obtained, we have recommended this report to the board for approval.

On behalf of the risk and compliance committee.


Bridgette Modise (chairman)
12 September 2016
PPC REMUNERATION REPORT

Dear shareholder

I am pleased to present the remuneration committee’s report for the six months ended 31 March 2016, highlighting key issues considered in the period. Since we presented the last remuneration policy to shareholders for the year ended 30 September 2015, the committee reduced the maximum bonus opportunity under the short-term incentives (STIs) at most levels and introduced more robust measurement of personal performance to encourage enhanced individual performance as well as allow for fair recognition of company results. These changes align the short incentive more closely to the market.

This report details the company’s remuneration policy, particularly the fixed and variable elements of executive remuneration, as well as fees paid to non-executive directors.

The six months ended 31 March 2016 has been extremely challenging for the company. This has been mainly due to increasing competition in the market from new entrants in the cement industry and the high finance costs associated with our expansion projects. Given these challenges, the remuneration committee has reflected and responded to shareholder views, and incorporated a policy that ensures the delivery of sustained value as well as the attraction and retention of key skills at all levels within the organisation.

The remuneration outcomes for the reporting period are indicative of the subdued performance of the company and the financial position of the company. Notably no STI bonuses were paid for the six-month period.

In April 2016, members of the committee consulted with various shareholders on our remuneration policy. Overall, there was support for our incentive structures and the level of transparency of our report. The committee will continue to evaluate and consider feedback by shareholders.

The report is again presented in two parts, with the first setting out the company’s remuneration philosophy and policy, and the second detailing implementation of the policy for the six months from 1 October 2015 to 31 March 2016.

The committee is satisfied that the principles laid down by the King Code of Corporate Governance for South Africa (King III) and the Companies Act 2008 (the Act) have been adhered to, unless otherwise stated in this report.

Mr Peter Nelson served as chairman of the committee until March 2016 when he was appointed as interim chairman of PPC Limited and the committee thanks Mr Nelson for his contribution in this capacity. Also, the committee is advised by independent consultants PwC and the committee extends its thanks to PwC for their assistance during the period.



Todd Moyo (chairman of the remuneration committee) 12 September 2016

PART 1: REMUNERATION POLICY
Governance and the remuneration committee
Role of the remuneration committee
As a committee of the board, the remuneration committee assists in setting the company’s remuneration policy and directors’ and prescribed officers’ remuneration. It operates according to its terms of reference, which are published on the company’s website.

Members
Members are non-executive directors, and the majority are independent as defined by King III. The committee held five meetings in the period.

The chief executive, chief financial officer and head of human resources attend meetings by invitation to assist the committee in executing its mandate. Other members of executive management can be invited when appropriate. No executives participate in the vote process or are present at committee meetings when their own remuneration is discussed or considered.

The remuneration committee uses the services of PwC as standing independent remuneration advisers.


Key principles of the remuneration policy
PPC recognises that one of its competitive sources of value is its employees. To meet our business objectives, therefore, remuneration and reward policies and practices must be based on the following principles:

  • Encourage organisational, team and individual performance
  • Be designed to drive a high-performance culture
  • Be based on the premise that employees should share in the success of the company
  • Be designed to attract and retain high-calibre individuals with the optimum mixture of competencies
  • Take into account industry benchmarks and practices of comparable companies of a similar size.
The policy conforms to King III and is based on the following principles:
  •  Remuneration practices are aligned with corporate strategy
  • Total rewards are set at competitive levels in the relevant market
  • Incentive-based rewards are earned by achieving demanding performance conditions consistent with shareholder interests over the short, medium and long term
  • Incentive plans, performance measures and targets are structured to operate effectively throughout the business cycle
  •  The design of long-term incentives is prudent and does not expose shareholders to unreasonable financial risk.

Remuneration of executive directors and prescribed officers
Elements of remuneration



Package design
The company’s policy for executive directors and prescribed officers results in a significant portion of the remuneration received being dependent on company performance. In part 2 of the report, the actual total pay outcomes for the six months ended 31 March 2016 are depicted, while the total pay opportunities for the chief executive and the finance director and prescribed officers (on average) under the following three different performance scenarios are illustrated below:
  • Above – representing 100% of maximum for variable pay opportunity
  • Target – representing estimated target performance of variable pay
  • Below–representing0%ofmaximumforvariablepayopportunity and retention shares.
Total guaranteed pay (TGP)
The company generally pays fixed remuneration at the relevant market median.

Monthly pay and benefits are targeted to be competitive for comparable roles in companies of similar complexity and size, taking cognisance of the performance of the employee concerned. Market data is used to benchmark salary and benefits and to inform decisions on salary adjustments. Salary increases are not guaranteed and are adjusted annually at financial year-end based on market benchmarks, market inflation, company affordability, company performance and to address market anomalies.

Professional advisers appointed by the remuneration committee provide benchmark information.

The comparator group selected in 2015 to benchmark executive remuneration remains unchanged.

Benefits
The following benefits are provided as part of TGP:
  • Participation in the PPC retirement fund is compulsory for all permanent employees. The fund is an in-house defined contribution fund and provides risk cover for death and disability
  •  All employees are required to belong to a choice of company- sponsored external medical aids or to be a member of their spouse/life partner’s medical aid
  • All employees are covered for death, medical and disability expenses as a result of an accident
  • Employees who need to use their motorvehicle in their duties can elect to allocate an appropriate portion of their TGP as a car allowance. 


Short-term incentives (STIs)


Long-term incentives (LTIs)
The company introduced the forfeitable share plan (FSP) in 2011, with awards to executive directors comprising both performance shares (75%) and retention shares (25%).

Prior to that, PPC operated a cash-settled share appreciation rights (SAR) scheme, under which SARs were granted. As leveraged instruments, the SARs gave employees the right to receive any appreciation in the share price between grant and exercise price.

The company reviewed its LTIs in 2015. The outcome indicated that the FSP in isolation did not provide adequate incentive or leverage to participants, and we decided to use an equity-settled SAR scheme alongside the FSP.

This revised approach recognises the company’s robust business plans and growth opportunities and the importance of delivering on these plans for the long-term benefits of all shareholders. This policy still applies and is explained below.




BEE schemes
South African employees participated in a broad-based black economic empowerment (BBBEE) scheme in 2008 and in a second scheme in 2012. Certain directors and prescribed officers also participated in these schemes .

Employment contracts – executive directors
The remuneration committee, subject to circumstances, will maintain the following policy for executive directors’ employment contracts:
     
  • All agreements should contain a restraint of trade clause 

  •  All agreements should contain a restraint-of-trade clause 

  • Contracts should not commit the company to pay on termination arising from the director’s failure to perform agreed duties
  • Employment contracts should not contain balloon payments
  • f a director is dismissed because of a disciplinary procedure, a shorter notice period should apply without entitlement for compensation for the shorter period
  • of change of control. The appointed CEO is an exception; he has an optional six-month compensation clause if he decides to resign post any change in control. The CEO is appointed on a five-year contract
Appointment of non-executive directors 

Non-executive directors appointed during the year are subject to election by shareholders at the first annual general meeting following their appointment, after which they must retire according to the board rotation plan.

Non-executive director fees 

The CEO recommends non-executive directors’ fee structures to the remuneration committee for onward approval by the board, after obtaining input from independent advisers on benchmark studies based on the same comparator group used for executive directors’ remuneration.

As suggested by King III, board fees comprise both a base fee and attendance fee which, in the remuneration committee’s view, are sufficient to attract directors with the appropriate level of skill and expertise. Fees are not automatically increased but, as a principle, are aimed at the median of the selected comparator group.

Non-binding advisory vote 

he remuneration policy in part 1 will be subject to a non-binding, advisory vote at the annual general meeting to be held on 29 August 2016. The policy is reviewed annually as the company strives to achieve the highest levels of alignment and performance and, accordingly, shareholder views are central to these reviews. 


PART 2: IMPLEMENTATION OF POLICIES FOR THE REVIEW PERIOD
Summary of remuneraion activities/decisions in the six month period
The main issues considered and approved by the remuneration committee for the year ended 31 March 2016 were: were:
  • Review the impact of the year-end change on remuneration matters
  • Approve the committee’s work plan for 2016 

  • Review the remuneration policy and approve the remuneration report 

  • Review of shareholder feedback post-annual general meeting 

  • Review of shareholder feedback following the annual general 
meeting 

  • eassessed salary review process in light of year-end change 

  • Review of short-term incentive structure 

  • Approval of short-term incentive targets for executive directors, prescribed officers and all other staff
  • Approval of short-term incentive outcomes for 2016
  • Review of fees payable to non-executive directors.
2016 total guaranteed pay (TGP) adjustments
Following the change in year-end, TGP will next be adjusted in October 2016, then effective in April each year, in line with the prevailing inflation rate, taking account of market benchmark movements and company affordability.

2016 STI outcomes
No STI was paid in the six-month period under review due to the subdued overall company performance. Some of the performance targets for the period under review were achieved.

2016 LTIs awarded
In 2015 the company granted a combination of SARs and FSP shares to executive directors and prescribed officers. The FSP shares were granted as retention awards with continued employment as the vesting criteria, while the SARs were granted as performance awards, subject to company performance conditions and continued employment. The usual vesting period of three years was reduced by three months in recognition of the delays in issuing awards which arose when the company was under a JSE cautionary due to corporate action and was not able to make the awards.

Vesting of 2013 FSPs
FSP awards granted in 2013 comprised performance shares and retention shares. The performance condition required growth in HEPS over 2012 to 2015 to exceed growth in CPI for the three years by at least three percentage points. CPI grew by 17%, but HEPS declined with the result that no performance awards vested. Retention awards vested.

Total remuneration outcomes
Actual remuneration outcomes for the six months ended 31 March 2016 are illustrated below:



Remuneration paid to executive directors and prescribed officers for the six months ended March 2016



Non-executive directors’ fees
Non-executive directors’ fees are as approved by the previous AGM and valid from that date until the next AGM.
Total emoluments to non-executive directors for the six months ended March 2016









Interests of executive directors and prescribed officers in share capital
The aggregate direct beneficial holdings of directors and their immediate families (none of whom hold over 1%) in the issued ordinary shares of the company are detailed below. There are no indirect holdings by directors and their immediate families. There have been some material changes to these shareholdings since that date.



Interests of directors and prescribed officers in BBBEE schemes
In 2008, in terms of the company’s first BBBEE transaction, certain executive directors and prescribed officers were granted participation rights in the loan-funded Black Managers Trust which owns shares that are subject to vesting conditions and a lock-in period restricting transferability which expires on 15 December 2016. In addition, in the 2012 financial year, they each received rights to 2 541 shares in a trust owning donated shares which were subject to a lock-in expiring on 15 December 2013. Certain non-executive directors received vested rights in 2008 in a trust owning donated shares which were subject to vesting conditions and a lock-in expiring annually in thirds from 15 December 2012 to 15 December 2014.

In the 2013 financial year, after implementation of the company’s second BBBEE transaction, executive directors and prescribed officers were included among South African employees granted participation rights in a notional loan-funded trust owning shares that are subject to vesting conditions and a lock-in period restricting transferability which expires in September 2019.
Information technology (IT) remains a key driver of our revised strategy, and is underpinned by five pillars:
  •  Ease of doing business – ith support from the business, the IT team continues to optimise and enhance business processes throughout PPC, with specific focus on key stakeholders including our customers, employees, business partners, shareholders and communities  
  • World-class connectivity and infrastructure – he IT team is optimising connectivity and IT infrastructure to achieve the level of robustness required by a growing organisation. This optimisation cuts across the group. The major focus has been on security as levels of cyber crime increase    
  • Fit for purpose – key milestones include centralising critical services to optimise resources and reduce operational costs  
  • Monetising the data – data and information are critical components in the success of PPC. Equally important is the availability, consistency and integrity of this data 

  •  Integration of IT and operations technology – this is ongoing, with good progress to date.
IT governance
The IT environment is governed in terms of King III, and the board has delegated authority to ensure implementation of the IT governance framework to the audit committee. PPC’s IT framework is supported by COBIT 5 processes – a globally accepted standard for an end-to-end business view of enterprise IT governance that reflects the central role of information and technology in creating value for companies.

The audit committee receives regular updates (at least quarterly) from the management team on material IT projects. Group internal audit and the external auditors provide assurance on IT general controls and internal financial controls affected by IT projects. Findings and updates on remedial actions are reported to the executive and audit committees.

The design, implementation and execution of the IT governance framework have been assigned to the group chief information officer, who reports to the chief executive. The group finance executive committee has oversight of IT governance, with support from the IT steering committee and other management committees. The IT steering committee, in turn, is responsible for aligning IT initiatives with PPC’s strategic objectives. Prioritising IT initiatives is the responsibility of the group executive committee.

IT is an integral part of PPC’s risk management framework. IT risks are managed, monitored and updated regularly and reported to the relevant oversight committees. The board, through the risk and audit committees, receives reports on mitigation of IT risks. The IT team is the custodian of PPC’s information assets and responsible for ensuring compliance. As the group expands to other geographies, IT ensures compliance with in-country telecommunications laws and other regulations.

PPC is well on track to meet the necessary compliance requirements, with programmes under way in South Africa including:

  • POPI(protection of personal information)–the first phase defined the attributes of personal information for PPC (in line with legislation) and identified which systems contained this data.
  • Amendments to national road traffic regulations–thec ompliance programme for PPC cement factories has been completed, and will now be rolled out to other dispatching plants in South Africa.