Remuneration committee report

Dear stakeholder

Background statement

I am pleased to present the Remuneration report of Italtile for the year ended 30 June 2023.

The Committee has oversight of the remuneration practices and policies of the Group. It focuses on responsible remuneration practices across the Company and strives for fair, competitive and transparent remuneration.

The Committee is committed to:

• the principles of merit and 'pay for performance';
• ensuring that remuneration policies and practices effect alignment between the interests of executive management and shareholders;
• continuously monitoring pay levels to ensure market-related, competitive remuneration;
• ensuring fair pay and that there is no discrimination based on race or gender or any other factor; and
• narrowing the gap in compensation between executives and employees at lower levels to prevent unacceptable levels of inequality.

The Chairman of the Remuneration Committee engages extensively with a range of shareholders regarding the remuneration policy and packages.

The Company's remuneration policy was approved by 94,91% of shareholders and the Implementation report was approved by 93,46% of shareholders at the 2022 AGM.

REMUNERATION COMMITTEE AT A GLANCE

As tasked by the Board, the Committee assists in setting the Company's remuneration policy and reviews, recommends and approves the remuneration of executive and non-executive directors, prescribed officers and senior management (collectively referred to as 'the executive team').

A core responsibility of the Remuneration Committee is to ensure that the remuneration philosophy and policy support Italtile as follows:

• aligns the executive reward with the Group's commercial success and long-term sustainability; and
• supports the Group's strategic objectives and allows for the recruitment, motivation and retention of senior executives, ultimately maximising shareholder value while complying with relevant legislation and the requirements of King IV.

As per its terms of reference, the Committee's responsibilities are to:

• assist the Board in developing and setting the Group's remuneration policy;
• determine and approve the total remuneration of the executive team;
• review executive performance contracts;
• determine and approve the performance measures for the executive team;
• review the compensation basis and proposed average annual increases for the Group's employees;
• review remuneration and apply best practice and trends in order to ensure the appropriateness of the remuneration policy;
• review remuneration matters for executive team promotions, transfers and termination of employment;
• oversee any proposed major changes to employee benefit structures throughout the Group;
• review and recommend short and long-term incentive policies and targets for directors and executive management;
• set the participation principles for the various remuneration schemes;
• review and recommend performance management policies;
• ensure compliance with applicable laws and codes;
• advise on the fees for non-executive directors;
• review the Group's succession plan for the executive team; and
• review and evaluate the contribution of each member of the executive team and determine their salary adjustments on an annual basis, ensuring pay for performance and as a result, a high level of motivation, engagement and commitment.

Key decisions taken by the Remuneration Committee during the year under review include:

• approval of increases and adjustments for the executive team, as well as the framework for increases for all other employees;
• approval of short and long-term incentive structures and awards for the executive team, as well as the framework for all other employees;
• approval of the KPIs for the executive team; and
• recommendation of non-executive director fees for approval by the Board.

As required by the Companies Act and King IV, the following resolutions will be tabled for shareholder voting at the AGM, details of which can be found in the Notice:

• binding vote on non-executive directors' fees; and
• non-binding advisory vote on the Group's remuneration policy and Implementation report.

In the event that the remuneration policy or Implementation report is voted against by shareholders representing 25% or more of the voting rights, dissenting shareholders will be invited to engage with the Company. The manner and timing of such engagement will be communicated to these shareholders, if necessary.

The Committee Chairperson reports to the Board after each Committee meeting and attends the AGM to answer questions from shareholders on the Committee's area of responsibility.

The Committee is focused on responsible remuneration practices across the Company.

We recognise the need to retain top talent as it is a prerequisite to meet shareholder expectations. It is important that Italtile offers a competitive value proposition in remuneration and benefits.

REMUNERATION COMMITTEE COMPOSITION

The Remuneration Committee is a sub-committee of the Board and meets at least twice per annum. The Committee is chaired by an independent non-executive director and comprises four directors. The majority of directors on the Committee are independent.

Ms A M Mathole was appointed to the Committee on 1 January 2023.

The current members of the Committee are:

Mrs S M du Toit (Chairman), Mr G A M Ravazzotti, Ms A M Mathole and Mr S G Pretorius.

The Board considers the Committee's composition to be appropriate in terms of the necessary knowledge, skills and experience of its members.

The Italtile Group Company Secretary, E J Willis, attends all meetings of the Committee as secretary. The Chairman of the Board attends meetings by invitation. The CEO and CFO attend all meetings by invitation to provide input and guidance regarding executive team remuneration.

No attendee may participate in any discussion or decision regarding his or her own remuneration.

The Committee met three times during the year. Attendance at the meetings was as follows:

Members	Attendance at meetings
S M du Toit	3/3
G A M Ravazzotti	3/3
S G Pretorius	3/3
A M Mathole	2/3**
L R Langenhoven*	3/3
L A Foxcroft*	3/3
B G Wood*	3/3

*	By invitation.
**	Appointed on 1 January 2023.

We trust that this Remuneration report provides an accurate overview of the remuneration policy of the Company, its implementation and specifically an in-depth view on executive management remuneration in the past year.

Susan du Toit

Remuneration Committee Chairperson

22 September 2023

REMUNERATION PHILOSOPHY

Italtile is committed to maintaining pay levels that reflect an individual's worth to the Group. The Group's philosophy is to treat employees as business partners, developing their sense of ownership, and to pay for performance.

Our remuneration philosophy is governed by the principles of equity, fairness, pay for performance and affordability, ensuring alignment between management and shareholder requirements.

Remuneration policies are designed to attract, reward and retain the executive team and employees needed to deliver on the business strategy, as well as the key corporate objectives.

REMUNERATION POLICY

The remuneration policy subscribes to King IV recommendations and principles on which it is based including the following principles:

• remuneration practices are aligned with Company strategy;
• total rewards are set at competitive levels in the relevant market to ensure we attract, motivate and retain highly talented individuals;
• total rewards are managed to align to the principle of responsible and fair pay;
• total remuneration costs need to be affordable at an individual corporate entity level and justifiable to employees and stakeholders;
• incentive-based results are linked to achieving demanding performance conditions consistent with shareholder interest over the short, medium and long term; and
• performance measures and targets for incentive plans are structured to operate effectively throughout the business cycle and support the business strategy.

ELEMENTS OF REMUNERATION

Italtile has an integrated remuneration and reward model which includes guaranteed remuneration, and short and long-term incentives ("LTIs"). The components of total remuneration for permanent employees, prescribed officers and executives are fixed and variable remuneration.

Fixed remuneration comprises a basic salary and benefits, aligned to roles and performance. Variable remuneration comprises short and LTIs, aimed at retention of critical employees. Performance is measured against set performance indicators.

All employees share in Group profits, based on an individual's contribution to the Group. The Group has a minimum annual cost-to-company target of R134 000 per employee (2022: R125 000).

A new Staff Share Scheme for all employees of the Group and its franchisees was approved by shareholders in November 2022. The first awards under this new scheme were made to qualifying employees in March 2023. Awards to participants are in the form of units linked to shares held by a trust, and dividends accruing to participants from the date of issue of awards are retained by the trust to offset the future income tax liability of participants on vesting of the awards. Awards vest after three years if the participant remains in the employ of the Group or its franchisees.

The various elements of remuneration are outlined below.

Guaranteed salary for employees

Guaranteed salary is reviewed annually and positioned competitively against peers that are comparable in size, sector and business. Company performance, affordability, individual performance and average industry and sector increases are considered in determining any annual adjustment. Increases are generally inflation-linked and, where affordable, additional budget is allocated for adjusting remuneration levels that are not appropriately aligned to internal pay ranges and/or market rates for a specific job.

Benefits

Benefits offered to employees include medical aid, provident fund and other benefits relevant to Italtile.

Fair and responsible remuneration

Steps that have been taken to improve the lives of the most junior employees are as follows:

• the minimum monthly basic wage levels were increased to R7 700 for CTM (10%), R6 900 for TopT (11,3%) and R7 900 (9,7%) at Ceramic Industries with effect from 1 July 2023;
• assistance to buy property: pension-backed housing loans are offered through FNB;
• programmes helping employees manage their finances are available through our Employee Wellness Programme: Ask Nelson. Employees have access to qualified financial consultants who can assist with budgeting, saving, investments, debt counselling, wills and estate planning, home loans, insurance, personal tax, garnishee orders and vehicle finance;
• training programmes are run for incoming employees. CTM and TopT incoming employees are placed on a six-week induction programme, consisting of factory visits, practical plumbing and tiling courses, as well as sales training. In addition, they go through a four-week NQF 4 qualification in retail management over 12 months; and
• primary healthcare cover (medical assistance or insurance) has been introduced for full-time permanent employees, fully funded by the Company.

Incentives

The Italtile Group administers incentive schemes to encourage and reward delivery of its strategic priorities over the short, medium and long term. The short-term incentive focuses on achieving business targets in that financial year, while the long-term incentive closely aligns the interests of executives with shareholders over the longer term. It is also a retention mechanism.

Short-term incentives

All employees in the Group share in profit. Performance targets are not set for profit share, as the profit share is directly impacted by the profitability of the business, thereby ensuring a clear alignment between performance and pay. This is consistent for all levels of employees across the business and demonstrates the core principle of partnership.

The profit pool range is determined as a percentage of profits per business unit.

Executives take part in the Executive Profit Share Scheme. The Executive Profit Pool is 0,25% of Group profit before tax shared between the CEO and CFO on a shared unit basis:

• CEO: 60 units
• CFO: 40 units

The prescribed officer (the CEO of Ceramic Industries) shares in a percentage of Ceramic's profit. The profit pool at Ceramic for senior management is calculated as 0,89% of profit before tax, shared by five individuals. The CEO of Ceramic is allocated 31,7% (100/315 units) of the pool.

Long-term incentives

As per the policy on LTIs, there are three long-term incentive schemes within the Italtile Group, each rewarding performance in an appropriate manner, designed to reward and retain key personnel. The LTIs include:

• the Italtile Share Appreciation Rights Scheme ("SARS");
• the Italtile Retention Scheme; and
• the Ceramic Industries Share Retention Scheme.

Qualifying criteria for the LTIs are as per the executive scorecards.

• SARS
  • In accordance with the SARS, selected directors and employees of the Group are awarded a conditional share award linked to the value of notional Italtile Limited shares ("shares"). A total of 25% of the awards vest after three years from grant date, and the balance (75%) after five years. The value of an award is equal to the increase in the value of the shares between grant date and vesting date (the value at the latter date is defined as the volume-weighted average price of Italtile Limited shares as traded on the JSE over the 10 trading days preceding and including the vesting date).
  • The qualifying criteria specific to SARS awards are the short- term strategic initiatives and operational KPIs per the executive scorecards.

• The Italtile Retention Scheme
  • In line with the Group's remuneration philosophy of partnership and in accordance with the Group's recognition of the importance of efficient and transparent succession planning, Italtile established the scheme to retain and incentivise selected high-performing employees, identified by the Remuneration Committee from time to time, with a proven track record of their contribution to the growth and sustainability of the Group.
  • Performance targets for each award are set by the Remuneration Committee. The targets include HEPS, return on invested capital ("ROIC") and individual performance targets as appropriate, considering the role of the employee, and are weighted at the time of the award.
  • Awards to participants are in the form of units linked to shares held by a trust, and participants receive dividends from the date of issue of units.
  • To the extent that the performance targets have been attained at the end of the five-year retention period, awards are automatically redeemable and shares are transferred to participants.
  • The number of shares allocated for all share schemes ("SARS", existing Executive Retention Scheme and the new Retention Scheme) cannot exceed 154 999 923 shares, being 11,7% of issued shares.
  • The number of shares linked to units that may be acquired by any participant in terms of the scheme, when added to the number of Italtile shares which are issued and/or transferred to the same participant under the SARS, Italtile Retention Scheme and the former Executive Retention Plan, may not exceed 20 666 656 Italtile shares, being 1,6% of issued shares.

• Ceramic Industries Share Retention Scheme
  • This scheme is a mechanism to retain and reward selected high-performing Ceramic executives and senior management in line with the Group's values and philosophy of partnership. Shares are held in escrow for participants without monetary payment being made for such shares. The consideration of the shares is the rendering of services by the participant over the retention period. Participants receive dividends from the date of issue of awards. The shares are held in escrow until the end of the retention period of five years, at which time the shares are transferred out of escrow to the participant if performance targets are achieved.

Executives and prescribed officers are encouraged to build a meaningful shareholding in the Company over time. The guideline from the Remuneration Committee is for executives to hold between 0,5% and 1,5% of issued shares.

Malus and clawback

The Committee has the discretion to clawback the pre-tax proceeds of variable pay including any short-term incentives, discretionary payments or share awards received by employees and/or directors in the case of a trigger event.

A trigger event would include, inter alia:

• the discovery of material misstatement of the financial statements, in terms of which the discretionary payment was made, to which the Board is satisfied that the employee has contributed or is responsible for;
• the discovery that the assessment of any metrics upon which the award was made was based on erroneous, inaccurate or misleading information;
• any action or conduct which, in the reasonable opinion of the Board, amounts to dishonesty, misbehaviour, fraud or misconduct;
• the discovery of a material failure in risk management to which the employee had contributed to or is responsible for; and/or
• the discovery that performance related to financial and non-financial targets was misrepresented and such misstatement led to the over-payment of incentives.

The clawback applies for three years after the discretionary payment is made, or in the case of share schemes, three years after the awards have vested.

EXECUTIVE AND KEY MANAGEMENT PERFORMANCE MANAGEMENT

Executive and key management's performance is measured in the following categories, with specific performance targets/indicators per category, namely:

• financial performance (growth in trading profit and HEPS, and return on shareholders' interest ("ROSI"));
• strategic plan objectives per five-year plan;
• operations;
• human capital;
• B-BBEE;
• customer satisfaction and operational excellence;
• cultural fit/values;
• stakeholder relations; and
• ESG.

Targets are set per each individual scorecard. Financial targets carry a weighting of 70% (HEPS, operating profit and ROSI). The other KPIs carry a weighting of 30%.

The Remuneration Committee believes that the set of KPIs as per the executive scorecard agreed with the CEO, is suitably challenging.

ESG matters have become more prominent globally. Given the appreciation of material sustainability issues facing our business and the strategic importance of building a sustainable business, additional tangible KPIs related to ESG matters have been included in the year-end scorecards from 2021, in order to improve the link between ESG and remuneration.

The outcome of the performance evaluation of the CEO is disclosed in the Implementation report to follow.

SERVICE CONTRACTS OF EXECUTIVE DIRECTORS AND PRESCRIBED OFFICERS

Executive directors and prescribed officers have permanent contracts, and the notice period prescribed by the contracts is one calendar month. Contracts are regularly reviewed to ensure they remain aligned with governance and legislative requirements.

NON-EXECUTIVE DIRECTOR FEES

• Non-executive director appointments are made in terms of the Company's MOI and confirmed at the AGM of shareholders after the appointment.
• Fees reflect the directors' role and Committee membership and are not linked to Italtile's share price. A fee applies to any additional ad hoc work but not exceeding 100 hours a year above Board and Committee meetings.
• Fees are reviewed by the Committee annually and require approval from shareholders at the AGM.
• Non-executive directors do not participate in any of the Company's short or long-term incentive plans and they are not employees of the Company.
• The recommendation of the Remuneration Committee on the proposed fees is submitted to the Board for consideration before being proposed to shareholders for consideration and approval at the AGM.

Non-executive director fees for 2023 are tabulated in the Implementation report below.

USE AND JUSTIFICATION OF REMUNERATION BENCHMARKS

The Remuneration Committee reviews remuneration and Board-leading practice and remuneration trends to assess competitiveness in the market. External remuneration benchmark reviews published by PwC, EY and the Institute of Directors in South Africa are reviewed and taken into account when determining pay levels and structures.

NON-BINDING ADVISORY VOTE

Shareholders are requested to cast a non-binding advisory vote on section 2 of this Remuneration report (remuneration policy).

The Implementation report details the outcomes of implementing the approved policy in section 2 of this report.

The financial performance in the last year has been disappointing as sales volumes declined and profits did not grow at anticipated levels. Total system-wide turnover grew by 1% to R11,5 billion (2022: R11,3 billion).

Input cost inflation and decreased volumes contributed to lower profits. The Group's trading profit declined by 15% to R2,3 billion (2022: R2,7 billion).

While the results failed to meet expectations, the largely solid performance was achieved under very difficult trading conditions.

Despite the performance, the Group considered the current economic conditions, and our competitiveness and the following salary increases were approved effective 1 July 2023:

• Under-achievers 0 - 3%;
• Achievers 6 - 7%; and
• Superior achievers 8%.

In accordance with the Group's commitment to fair pay and being cognisant not to increase the wage gap, the following minimum basic adjustments will be implemented as from 1 July 2023:

Minimum basic salary	1/7/2023 - 30/6/2024	1/7/2022 - 30/6/2023	% increase
CTM	R7 700	R7 000	10%
TopT	R6 900	R6 200	11,3%
Ceramic Industries	R7 900	R7 200	9,7%

PERFORMANCE ASSESSMENT OUTCOME FOR THE CEO

The key performance areas for the CEO for the year under review were as per KPIs set for each category of the scorecard, as done in prior years. Below is an extract of some key KPIs and an assessment of performance against targets set.

	Notes and targets	Assessment
Financial (70%)	Group-wide trading profit declined by 15% and HEPS declined by 13%, compared to growth targets of CPI +5%. Group working capital decreased by R101 million compared to a target of R40 million. ROSI of 22,6% was achieved compared to a target of 23%.	Under-achieved
Strategic (5%)	Retail tile sales volumes declined. Online sales contribution grew by 12%, target achieved. The target of 10 new stores in SA and Africa was met. Non-productive assets as per target were sold. Proposal for power island in Vereeniging was presented to the Board. The expansion plan for NCI was finalised.	Achieved
Operations (5%)	Performance culture and productivity measures for the retail business improved. Sales per person for the retail division improved. Units per person for the manufacturing division declined. Various cost leadership and productivity initiatives were successful and showed improvements.	Achieved for the retail business but under-achieved for manufacturing
Human capital (5%)	Health and safety scores and employee engagement scores improved. Factory manager and store operator pipeline targets were not achieved.	Under-achieved
B-BBEE (2,5%)	Level 3 B-BBEE, transformation targets and skills development spend targets were achieved.	Achieved
Customer experience (2,5%)	A new CRM platform was implemented. In-store customer experience was improved. Net promoter score was maintained or improved across all three retail brands. Online experience and content were improved.	Achieved
Cultural fit/values (5%)	Core values of partnership, hands-on approach, performance driven, entrepreneurial flair, high work ethic, transparency in communication, dignity, empowerment, integrity, and customer first were instilled and upheld.	Achieved
ESG (5%)	Solar power infrastructure was expanded. Carbon emissions per unit produced was not reduced. ESG reporting framework was developed. Social investments through the Italtile and Ceramic Foundation and corporate social initiatives made meaningful impact. Supplier and enterprise development initiatives were supported and local products sold by local people were prioritised.	Achieved

Given the financial results compared to targets for the year, the executives' and prescribed officer's performance is considered as 'under-achieved' for the year. Financial targets weigh 70% of the overall scorecard, and the balance of the KPIs 30%. Good progress was made in other areas and management are commended for their resilience and focused approach under difficult trading conditions.

Although key performance indicators can be further improved, the following successes are noteworthy:

• Group-wide working capital reduced by R101 million year on year;
• Online sales as a percentage of Group sales improved;
• Productivity measures for the retail businesses improved;
• Like-on-like cost growth was contained through cost leadership disciplines; and
• B-BBEE and transformation targets were achieved.

Areas for improvement include increasing tile sales volumes, improving manufacturing productivity measures and growing the factory manager and store operator pipelines.

Executive performance impact on remuneration

The outcome of the performance assessment directly impacts decisions on guaranteed pay, short-term incentives and LTIs, as illustrated in the table below.

Description	Assessment of performance	Impact on executive remuneration
Guaranteed basic salary	The rating for the CEO and CFO was 'under-achieved' due to the non-achievement of the financial targets. Good progress was made in other areas as noted above.	Performance-based increases approved: CEO: 3% CFO: 3% Adjustment to guaranteed pay: 7%. See note on benchmarking below. The prescribed officer resigned effective 30 June 2023 and his successor was appointed with effect from 1 July 2023, hence no increase applicable.
Short-term incentives (STIs)	0,25% of Group profit before tax is shared between the CEO and CFO on a shared unit basis: CEO: 60 units CFO: 40 units The prescribed officer shares in a percentage of Ceramic's profit. The Ceramic's profit share pool for senior management is 0,89% of profit before tax and the CEO is allocated 31,7% of the pool.	Executives and the prescribed officer shared in profit as disclosed in the table below. Profit share across the Group is a core remuneration principle. As profits decrease, so does profit share, linking pay to performance. The pool remains constant unless the number of participants change. Group profit before tax decreased by 15%, and the direct impact on executive STIs can be seen: Like-on-like STI pool*: 2023: R6,1 million 2022: R7,1 million * Excludes the payments made to J N Potgieter in the prior year.
Long-term incentives (LTIs)	Awarded to high-performing, high-potential employees, and executives in line with the Group's philosophy of partnership. LTIs are subject to performance conditions. Performance targets for each award are set by the Remuneration Committee. The targets include HEPS, ROIC and individual performance targets as appropriate, considering the role of the employee, and are weighted at the time of the award.	Both executives and the prescribed officer share in LTIs as disclosed in this section of the report. No new retention awards were made to executives. A retention award was made to the newly appointed prescribed officer.

BENCHMARKING OF GUARANTEED PAY AND SHORT AND LTIs

On review of industry and JSE benchmarks, it became evident that the historic basic salaries were low compared to the market.

The required adjustment to the basic salaries of the executives was further highlighted by recent appointments to senior management at basic salaries equal/higher than the historic guaranteed pay of the CFO.

The August 2022 executive directors' practices and remuneration trends report, published by PwC, shows the following Total guaranteed package ("TGP") for medium cap companies:

• CEOs: R6,22 million for the lower quartile and R11,15 million for the upper quartile; and
• CFOs: R3,56 million for the lower quartile and R6,36 million for the upper quartile.

Further internal sector benchmark reviews confirmed that the executives' guaranteed pay was low compared to the market.

The Remuneration Committee approved an adjustment of 7% to the basic salary of the CEO and CFO, in addition to the 3% performance-based increase.

EXECUTIVE DIRECTORS' AND PRESCRIBED OFFICERS' PARTICIPATION IN SHARE INCENTIVE SCHEMES

Executive directors' holdings under the SARS are set out in the table below.

Changes in directors' interest in the stated share capital of the Company after financial year-end, as well as participation in share incentive schemes, were announced on SENS on 6 September 2023.

Directors' participation in share incentive schemes

Directors' holdings under the Share Appreciation Rights Scheme are set out in the table below:

Director	Awards held at 1 July 2022	Awarded during the year	Vested and exercised during the year	Forfeited during the year	Awards held at 30 June 2023
B G Wood	1 350 000	–	–	–	1 350 000

Note:

Directors no longer participate in new awards under the Share Appreciation Rights Scheme but rather only in the Italtile Retention Scheme.

Directors' and prescribed officers' holdings under the Italtile Retention Scheme are set out in the table below:

Executive director/ Prescribed officer	Awards held at 1 July 2022	Awarded during the year	Vested and exercised during the year	Forfeited during the year	Awards held at 30 June 2023
B G Wood	1 500 000	–	–	–	1 500 000
L A Foxcroft	4 500 000	–	–	–	4 500 000

Prescribed officers' holdings under the Ceramic Industries Retention Scheme are set out in the table below:

Executive director/ Prescribed officer	Awards held at 1 July 2022	Awarded during the year	Vested and  exercised  during  the year	Forfeited  during  the year	Awards held at 30 June 2023
T Molefakgotla*	50 000	–	–	(50 000)	–
G Maartens**	25 000	–	(4 839)	–	20 161

*	Resigned on 28 April 2023.
**	Appointed on 24 May 2023 as a prescribed officer.

Refer to note 6 for further details pertaining to these schemes.

Directors' remuneration

All figures in R'000	Salary	Short-term incentives	Provident fund and medical aid contributions	Gain on share scheme awards	Other	Total 2023		Total 2022
Executive directors
L A Foxcroft	4 087	3 645	685	13 374	1 610	23 401		21 824
B G Wood	2 732	2 430	451	4 458	368	10 439		12 548
J N Potgieter*	–	–	–	–	–	–		11 937
2023	6 819	6 075	1 136	17 832	1 978	33 840
2022	9 271	9 369	1 420	25 194	1 055			46 309

*	Retired on 31 December 2021.

All figures in R'000	Salary	Short-term incentives	Provident fund and medical aid contributions	Gain on   share   scheme   awards†	Other	Total 2023		Total 2022
Prescribed officers
T Molefakgotla*	2 719	2 908	654	–	359	6 640		10 785
G Maartens**	160	1 027	49	44	29	1 309		–
2023	2 879	3 935	703	44	388	7 949
2022	3 123	3 665	726	2 860	411			10 785

†	IFRS 2 expense recognised for the Ceramic Industries Schemes.
*	Resigned on 28 April 2023.
**	Appointed on 24 May 2023 as a prescribed officer.

NON-EXECUTIVE DIRECTORS' FEES

Payments to non-executive directors

All figures in R'000	Board fees	Other	Total 2023		Total 2022
Non-executive directors
G A M Ravazzotti	2 050	–	2 050		1 933
L R Langenhoven	416	–	416		400
S M du Toit	960	–	960		920
S G Pretorius	763	–	763		697
N P Khoza	501	–	501		435
I N Malevu#	–	–	–		391
L C Prezens	608	–	608		279
J N Potgieter	370	–	370		151
A M Mathole##	473	–	473		–
2023	6 141	–	6 141
2022	5 206	–			5 206

#	Resigned 31 July 2022.
##	Appointed 1 June 2022.

The following fixed fees excluding VAT were in place for the year under review:

Basic annual fee	R126 000
Board meeting fee	R30 450
Committee fee	R25 515
Chairman of Committee	R31 605
Strategy session	R36 540
Chairman of the Board	R1 522 500

Hourly rate for ad hoc work, not exceeding 100 hours a year: R4 335 per hour.

BOARD MEETING ATTENDANCE OF EXECUTIVE DIRECTORS

Executive directors and prescribed officers do not draw any additional remuneration for attending the main Board or Committee meetings.

NON-BINDING ADVISORY VOTE

Shareholders are requested to cast a non-binding advisory vote on section 3 of this Remuneration report.

STAKEHOLDER ENGAGEMENT

We value our continued engagement with various stakeholders, and we endeavour to maintain our relationships with all in the hope that we will continue to receive their valued input.

APPROVAL

This Remuneration report was approved by the Board of directors of the Company on 22 September 2023.