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Group
The Group is controlled by Rallen (Pty) Ltd which owns 56,46% (2023: 56,46%) of its issued share capital. Management fees totalling R5,1 million (2023: R6,2 million) were paid by the Group to Rallen (Pty) Ltd during the year. Various other transactions occur between companies within the Group, all of which are eliminated on consolidation. These transactions include rendering of services and supply of product.
Key management personnel and prescribed officers comprise only the Group executive directors and executive directors of Ceramic Industries. Remuneration paid to key management personnel of the Group is provided below. Executive directors’ remuneration is paid by Italtile Ceramics (Pty) Ltd, a subsidiary of the Company. No balances were owing at year end (2023: Rnil).
Directors’ shareholding
The directors’ interest in the stated share capital of the Company as at 30 June is as follows:
|
| Beneficial direct |
Beneficial indirect |
Total |
%
held |
Non-
beneficial direct |
Non-
beneficial indirect |
Total |
%
held |
| At 30 June 2024 |
|
|
|
|
|
|
| |
| Director |
|
|
|
|
|
|
| |
| G A M Ravazzotti |
– |
447 746 694 |
447 746 694 |
33,88 |
– |
– |
– |
– |
| S M du Toit |
– |
29 125 |
29 125 |
– |
– |
– |
– |
– |
| J N Potgieter |
4 000 000 |
– |
4 000 000 |
0,30 |
– |
– |
– |
– |
| L A Foxcroft |
4 800 000 |
– |
4 800 000 |
0,36 |
– |
– |
– |
– |
| B G Wood |
1 743 253 |
– |
1 743 253 |
0,13 |
– |
– |
– |
– |
| N P Khoza |
– |
– |
– |
– |
– |
697 322 |
697 322 |
0,05 |
| At 30 June 2023 |
|
|
|
|
|
|
| |
| Director |
|
|
|
|
|
|
| |
| G A M Ravazzotti |
– |
447 746 694 |
447 746 694 |
33,88 |
– |
– |
– |
– |
| S M du Toit |
– |
29 125 |
29 125 |
– |
– |
– |
– |
– |
| J N Potgieter |
4 200 000 |
– |
4 200 000 |
0,32 |
– |
– |
– |
– |
| L A Foxcroft |
4 800 000 |
– |
4 800 000 |
0,36 |
– |
– |
– |
– |
| B G Wood |
1 743 253 |
– |
1 743 253 |
0,13 |
– |
– |
– |
– |
| N P Khoza |
– |
– |
– |
– |
– |
697 322 |
697 322 |
0,05 |
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 3 September 2024.
Directors’ holdings under the Share Appreciation Rights Scheme are set out in the table below:
| Director |
Awards
held at
1 July 2023 |
Awarded
during
the year |
Vested and
exercised
during
the year |
Forfeited
during
the year |
Awards
held at
30 June 2024 |
| B G Wood |
1 350 000 |
– |
– |
(337 500) |
1 012 500 |
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 2023 |
Awarded
during the
year |
Vested and
exercised
during
the year |
Forfeited
during
the year |
Awards
held at
30 June
2024 |
| L A Foxcroft |
4 500 000 |
– |
– |
– |
4 500 000 |
| B G Wood |
1 500 000 |
– |
– |
– |
1 500 000 |
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 2023 |
Awarded
during
the year |
Vested and
exercised
during
the year |
Forfeited
during
the year |
Awards
held at
30 June
2024 |
| G Maartens* |
20 161 |
15 000 |
(2 661) |
– |
32 500 |
| * |
Appointed on 24 May 2023 as a prescribed officer. |
Refer to note 6 for further details pertaining to these schemes.
| All figures in R’000 |
Salary |
Short-term incentives |
Provident
fund and
medical aid
contri-
butions |
Gain on
share
scheme
awards |
Other |
Total
2024 |
Total
2023 |
| Executive directors |
|
|
|
|
|
| |
| L A Foxcroft |
4 485 |
3 237 |
744 |
9 438 |
624 |
18 528 |
23 401 |
| B G Wood |
3 000 |
2 158 |
497 |
3 146 |
528 |
9 329 |
10 439 |
| 2024 |
7 485 |
5 395 |
1 241 |
12 584 |
1 152 |
27 857 |
|
| 2023 |
6 819 |
6 075 |
1 136 |
17 832 |
1 978 |
| 33 840 |
| All figures in R’000 |
Salary |
Short-term
incentives |
Provident
fund and
medical aid
contri-
butions |
Gain on
share
scheme
awards |
Other |
Total
2024 |
Total
2023 |
| Prescribed officers |
|
|
|
|
|
| |
| G Maartens* |
3 000 |
1 698 |
834 |
148 |
396 |
6 076 |
1 309 |
| T Molefakgotla** |
– |
– |
– |
– |
– |
– |
6 640 |
| 2024 |
3 000 |
1 698 |
834 |
148 |
396 |
6 076 |
|
| 2023 |
2 879 |
3 935 |
703 |
44 |
388 |
| 7 949 |
| * |
Appointed on 24 May 2023 as a prescribed officer. |
| ** |
Resigned on 28 April 2023. |
| All figures in R’000 |
Board fees |
Other |
Total
2024 |
| Total
2023 |
| Non-executive directors |
|
|
|
| |
| L R Langenhoven |
3 125 |
7 |
3 132 |
| 416 |
| G A M Ravazzotti |
468 |
– |
468 |
| 2 050 |
| S M du Toit |
777 |
3 |
780 |
| 960 |
| S G Pretorius |
745 |
– |
745 |
| 763 |
| N P Khoza |
526 |
2 |
528 |
| 501 |
| L C Prezens |
638 |
2 |
640 |
| 608 |
| J N Potgieter |
370 |
– |
370 |
| 370 |
| A M Mathole |
483 |
– |
483 |
| 473 |
| 2024 |
7 132 |
14 |
7 146 |
| |
| 2023 |
6 141 |
– |
|
| 6 141 |
| Aggregate emoluments of directors and prescribed officers who served during the year |
|
| 39 879 |
| 47 930 |
Details of related-party transactions are as follows:
| |
|
Aggregate value of transactions |
Balances owing at year end |
| Related party |
Nature of transactions |
2024
Rm |
| 2023
Rm |
2024
Rm |
| 2023
Rm |
| Italtile Empowerment Trust |
| – |
| – |
49 |
| 75 |
| Italtile Ceramics (Pty) Ltd |
Dividends |
634 |
| 780 |
– |
| – |
| Italtile Share Incentive Trust |
Dividends |
4 |
| 12 |
– |
| – |
| Italtile Ceramics (Pty) Ltd |
Management fees |
12 |
| 9 |
3 394 |
| 3 345 |
| Italtile and Ceramics Foundation Trust |
Interest-free loan |
– |
| – |
71 |
| 81 |
Refer to notes 7, 17 and 22.2 for further disclosure relating to terms of balances owing at year end.
Key management personnel and prescribed officers comprise only the Company Board members. Remuneration paid to key management personnel of the Company is provided above. No balances were owing at year end (2023: Rnil).
The following fixed fees excluding VAT were in place for the year under review:
| Basic annual fee |
R131 000 |
| Board meeting fee |
R31 500 |
| Committee fee |
R26 500 |
| Chairperson of Committee |
R32 750 |
| Strategy session |
R38 000 |
| Chairperson of the Board |
R1 575 000 |
Hourly rate for ad hoc work, not exceeding 144 hours a year: R4 500 per hour.
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