Remuneration report

This report sets out the Company’s remuneration policy and practice for executive and non-executive directors, executive committee and executive management and provides detail of their remuneration and share interests for the financial year ended 31 March 2012. 
 
  • ROLE OF THE HUMAN RESOURCES REVIEW AND REMUNERATION COMMITTEE AND TERMS OF REFERENCE
  • MEMBERS OF THE HRRRC
  • REMUNERATION PRINCIPLES AND POLICIES
  • REMUNERATION AND BENEFITS AWARDED TO PRESCRIBED OFFICERS DURING 2012

ROLE OF THE HUMAN RESOURCES REVIEW AND REMUNERATION COMMITTEE AND TERMS OF REFERENCE

The Human Resources Review and Remuneration Committee (HRRRC) is established by the Board in terms of the Company’s articles of association to assist the Board of Directors to fulfill its responsibility to shareholders and the investment community by making recommendations on policies and processes regarding the appointment, remuneration, development and succession of members of the Executive Committee of the Company in support of the Company’s strategic objectives.

The Board mandated the HRRRC to:
recommend to the Board policy guidelines on human resource development within the Company that supports the achievement of the Company strategy and business plan of the Company; 
recommend to the Board guidelines for transformation within the Company, and monitor compliance with affirmative action and empowerment programmes that duly take into account the recommendations of the Chief of human resources, and are in conformity with the business plan of the Company; 
review the terms upon which the executive directors, and the members of the Executive Committee of the Company are employed and remunerated; 
review the remuneration of non-executive directors and make recommendations to the Board; 
approve the disclosure on the remuneration of executive and non-executive directors in the remuneration report and the statement of remuneration policy advised to shareholders. This provides a full detailed breakdown of directors’ packages and share scheme awards; and 
review all human resources related policies within the organisation and any significant changes thereto. 
 
The HRRRC held four scheduled meetings and no special meetings during the financial year. A quorum for a meeting is 50% of the members. 

MEMBERS OF THE HRRRC

The committee consists of non-executive directors and executive management as provided in the Company’s articles of association. Ms NP Dongwana, an independent non-executive director, was appointed Chairman of the HRRRC as of 1 June 2012. Ms RJ Huntley, who served as Chairman of the HRRRC since December 2009 stepped down with effect from 31 May 2012. For the 2012 financial year the HRRRC comprised the following non-executive directors (of whom two are independent) and an Executive Committee member:
 
RJ Huntley (Chairman)
(stepped down with effect from 31 May 2012)
PL Zim
B du Plessis (independent)
PG Joubert (retired with effect from 30 August 2011)
JN Hope
J Molobela
TE Msubo (Chief of Human Resources)
 
The Group’s Chief Executive Officer attends the HRRRC meetings by invitation and participates in the HRRRC deliberations, except when issues relating to her own compensation are discussed. The remuneration of non-executive directors is determined by the Board. In the financial year, the HRRRC was advised by the Company’s human resources and finance functions and also took external advice from an independent external consulting firm.

During the financial year, the key remuneration decisions taken were as follows: 
The Board took the decision not to increase the nonexecutive directors’ fees for the 2012 and 2013 financial years. 
There was a decision to implement a long-term incentive with effect from the first date of the calendar month following approval of the scheme by the shareholders at the Annual General Meeting scheduled for 2012. 

REMUNERATION PRINCIPLES AND POLICIES

Remuneration strategy

The Telkom remuneration strategy is designed to attract, retain and motivate high-caliber talent in a challenging business environment. Remuneration is based on performance measures which are aligned to the strategic intent and business plans of the Company. 
 
Dimension Remuneration tools Desired outcome
Attract Guaranteed package
Sign-on bonus 
Attractive remuneration packages
Motivate Short-term incentives Attractive rewards for achieving stretch targets 
Long-term incentive Share in long-term wealth creation/ sustained performance 
Retain Retention agreements Retain top business leaders and top talent 
Restraint of trade Protect commercially sensitive information 
 
The strategy aims to focus the effort and attention of individuals on the Telkom strategic deliverables for longterm sustainability, as well as on short-term business plan deliverables for profitability, both of which are imperative to shareholder value creation.

The Telkom remuneration structure is designed to ensure that rewards are aligned to strategic and operational outcomes. Our philosophy, which is aligned with market practice, is to reward all Telkom employees on total earnings of market median, including guaranteed packages.

The market environment in which Telkom operates is characterised by intensifying competition with mobile operators and new entrants to the market which continues to put pressure on the Company. As the market expands with operators in all spheres of our business, the challenge of retaining experienced executive leadership, as well as attracting new talent required for the new and growing areas of our business, such as data and fixedmobile convergence increases. The demand for talent in the communications industry is increasing. This requires competitive and attractive remuneration offerings, to ensure that Telkom continues to attract, motivate and retain the best in class talent to drive Company strategic intents and to deliver operational results. 
 
Objectives
The remuneration strategy is designed to compete effectively for talent in a competitive labour market in order for Telkom to successfully achieve the following objectives: 
Be an integral part of an overall human resources strategy, geared to support business strategies; 
Emphasise value creation;
Establish a formal, transparent and fair reward strategy;
Control and manage total cost of employment;
Retain competent employees to enhance business performance; 
Motivate individual and team performance to drive shareholder value and employee engagement; 
Differentiate payment based on individual performance; and 
Maintain a balance between guaranteed remuneration, short-term incentives and long-term incentives. 
 
Principles
Telkom recognises that one of its competitive sources of value is its employees, and believes that in order to meet our business plan objectives our remuneration and reward policies and practices must be based on the following principles: 
Be designed to motivate and reinforce superior performance; 
Encourage the development of organisational, team and individual performance; 
Encourage the development of competencies required to meet future business needs; 
Be based on the premise that employees should share in the success of the Company; 
Be designed to attract and retain high-quality individuals with the optimum mixture of competencies; 
Be aimed at securing our employees’ commitment to Telkom’s goals via the optimum combination of financial and non-financial rewards; and 
Be congruent with the anti-discriminatory clause in the Bill of Rights. 
 

Guaranteed packages

Guaranteed packages are influenced by the scope of the role and the knowledge, skills and experience required of the position holder and reflects the market median determined through external market research that yields market data and appropriate salary ranges for specific positions.

Employees do not have a right to annual guaranteed package increases. Annual increases are subject to industry market conditions, employee performance, internal equity, strategic investments and the Company’s overall financial position and the ability to pay. Employees can structure their guaranteed packages within the framework of the applicable policies, practices and regulatory requirements. Remuneration adjustments outside the annual remuneration review process may be considered under exceptional circumstances and will be subject to the agreed authorisation.

All positions are evaluated to determine their relative value and contribution in terms of complexity and required outcomes. Positions are evaluated using the Company’s job evaluation system (Decision Tree), which correlates with the Paterson grading system as follows: 
 
Hierarchical level Level of leadership  Telkom
grade
Executive Executive Committee/ Executive management team  M0
Managing Directors/ Chief Officers   
Senior managing executives  M1
Group/Managing executive  M2
Executives Executive leadership  M3
Senior manager/ manager  Frontline leadership  M4/5
Operations manager/ supervisor  Frontline leadership  M6
Support staff/ technician/specialist  Operational OP1/2/A
 
Salary structures are benchmarked against the Company’s labour market competitors via annual salary surveys in which the Company conducts and/or participates. In this way the Company maintains awareness of market remuneration levels per Paterson job band and per job family. Annual increases in guaranteed remuneration are performance related and is based on the job (market conditions) and affordability. 
 
Group Chief Executive Officer
The Group Chief Executive Officer (GCEO) is rewarded on the delivery of the strategic and operational deliverables in line with shareholder expectations and business strategy. The remuneration strategy for the GCEO is designed to align remuneration with long-term shareholder growth and sustainable profitability. The reward should demonstrate the critical and pivotal role the GCEO plays in the achievement of Company strategic objectives and operational goals. Guaranteed package is set at market median. 
 
Executive Committee and Executive management team 
Guaranteed packages are in line with similar roles in the applicable market according to organisational size, profitability and complexity. It is also influenced by the scope of the role and knowledge, skills and experience required of the position holder. Guaranteed packages are reviewed against individual performance, and set against market median.

View full details on the Executive Committee.

The average guaranteed package increase for the current year was 3%, the prior year was 2% and the average increase for the 2013 financial year is 4.66%. 
 
Executive employees
The average guaranteed package increase for the current year was 3%, the prior year was 9% and the average increase for the 2013 financial year is 6%. 
 
Management employees
Guaranteed packages for management levels are reviewed annually as part of the Company’s overall remuneration review process and are assessed against individual’s performance. The average guaranteed package increase for the current year was 3%, the prior year was 7% and the average increase for the 2013 financial year is 6%. 
 
Bargaining unit employees
Telkom follows a balanced approached in granting annual salary increases for bargaining unit employees with due consideration of CPI, market movements and affordability. In 2011 the Company has entered into a two-year longterm agreement, from 1 April 2011 to 31 March 2013, with organised labour. The negotiated annual guaranteed package increases for the current year was 7%, prior year was 7% and the increase for the 2013 financial year is 6.5% 
 

Short-term incentive

Short-term incentive component is an incentive that delivers reward on achievement of annual performance targets. The level of achievement determines the level of payment against each weighted Company performance measure.

The short-term incentive paid comprises a cash payment, which is payable after finalisation of results at the end of the relevant financial year.

The objectives of the short-term incentive plan are as follows: 
To support the achievement of the Group’s annual performance targets including the priority focus areas and annual business plan targets; 
To encourage over achievement of Group results;
To drive a strong performance culture whereby recognising and rewarding exceptional performance of the Company, teams and of individuals; 
Adequately differentiate between exceptional and mediocre performance; 
Ultimately, to reward team and individual contribution and performance: “what is good for shareholders, customers and employees”; 
More emphasis is placed on divisional performance to support the overall business strategy and create a clear line of site especially for lower level employees; and 
Divisional measures will ensure that divisions have better line of sight and fully understand the impact of their performance on the award, which ultimately will have a positive impact on individual and team performance. 
 
In line with the new remuneration policy approved by shareholders, the overall Company performance will be measured at Group, business unit and divisional level as indicated below. The Corporate Centre will be focusing on providing overall policy and steering the Company and business units. The Board introduced financial triggers as well as an overarching Board discretion clause. The two financial triggers are earnings before interest and taxation and net profit. 
 
  Business
unit
%
Corporate
Centre
%
Group STI Plan 30 50
Business unit STI Plan 40 20
Divisional STI Plan1 30 30
Total 100 100
1 Individual performance will account for 30% of the overall plan.
 
The maximum bonus achievable under the short-term incentive plan, expressed as a percentage of their guaranteed packages, is shown in the table below: 
 
Position Stretch
incentive
% of
guaranteed
package
Target
incentive
% of
guaranteed
package
Hurdle
incentive
% of
guaranteed
package
Group Chief Executive Officer 110 100 50
Executive Committee 88 80 40
Executive management team 60.5 55 27.5
Executive employees 33 30 15
Management employees 22 20 10
Bargaining unit employees 19.8 18 9
 
The performance of the Group and business units will be measured against the following indicators: 
Earnings before interest and taxation measured on Group level; 
Basic earnings per share measured on Group level;
Returns on assets before taxation measured on Group level; 
Free cash flow measured on Group level;
Financial performance, customer satisfaction, transformation (culture revitalisation and BBBEE) will be measured on business unit level; and 
Divisional specific measures are measured on divisional level. 
 
The rules, targets and measurements are tabled annually on recommendation of the HRRRC to the Board for approval. The HRRRC will decide on the bonus amount payable to the GCEO subject to the actual audited Company performance reflected in the plan under review. The GCEO is responsible for the allocation of the rest of the amount available to the Executive Committee, executive management team and other employees as per the audited results and the approved plan under review. 
 

Short-term incentive plan awarded for the 2012 financial year 

The average Company achievement against the approved targets was 61.08%. Despite the Group’s performance falling short of expectations, the Board of Directors has decided to pay employees an incentive to recognise their efforts under challenging circumstances. To this effect an average incentive was approved of 42.75% for the bargaining unit and 30.54% for all management employees. 
 

Long-term incentive awards

We concluded the final vesting of shares in accordance with the Telkom Conditional Share Plan in June 2010 and currently do not have a share plan in place. However, a new share plan for selected management employees will be submitted to the shareholders for approval at the Annual General Meeting to be held on 26 September 2012. 
 
Proposed share incentive plan
The proposed share incentive plan is structured to optimise the Company’s overall position, while providing benefits that will assist the Company to attract, retain and incentivise certain management levels and top talented employees. The share incentive plan is designed to support the principle of alignment between management and shareholder interests with the aim to ultimately ensure growth in shareholder value.

The objectives of the proposed share incentive plan is to motivate long-term sustainable performance, align the interests of top management with those of shareholders, retain business critical and top talented employees and provide a long-term incentivisation tool for top management.

The proposed share incentive plan will consist of the following two share-based incentive plans: The Share Appreciation Right Scheme and Forfeitable Share Plan. 
 
Share Appreciation Rights (SARs)
Eligible employees will receive annual grants of Share Appreciation Rights, which are rights to receive shares equal to the value of the difference between the exercise price and the grant price. Vesting of the rights is subject to specific performance conditions.

When the holder elects to exercise the vested right, the Company settles the difference between the market price on grant date and the exercise price in equity. 
 
Forfeitable Share Plan (FSP)
Forfeitable Share Plan entails a free transfer of shares to an employee, under the condition of forfeiture in the case that: 
Termination of service before the vesting/release date; and 
The Company’s pre-determined performance levels.
 
From grant date, the employee has shareholder rights in respect of the forfeitable shares including: 
Dividend rights; and
Voting rights.
 
Performance conditions for vesting
The vesting of the Share Appreciation Rights (SARs) and Forfeitable Share Plan (FSP) grants is subject to the following performance condition measured over a three-year period. The intention is to measure financial performance of the Company on total shareholder return (TSR) target, based on a risk free rate (applicable to a period corresponding to the Performance Period), plus a margin to account for equity risk premium, on the basis that the extent to which the grants to be made under the share incentive plans will vest will be determined on a sliding scale, with the grants vesting in full if the Company achieves a TSR at least equal to the risk free rate, plus a margin of 6%, and no grants vesting if the TSR achieved is lower than the risk free rate plus a margin of 2%. The HRRRC will meet annually in order to consider the selection of eligible employees and will consider the following factors to determine the number and value of rights and conditional awards to be granted to each eligible employee:
Benchmarked face value of share-based incentive awards as a percentage of guaranteed pay. Where employees qualify for both FSP and SARS participation, 50% of the face value of the awards will be granted in terms of the rules of the SARS and the remaining 50% in terms of the rules of the FSP;
Annual guaranteed package on the award date; and
Individual performance assessment.
 
The Board will annually determine performance conditions for each allocation.
 
Limits to the proposed incentive share plans
The aggregate number of shares which may be allocated under the LTIP when added to the total number of conditional awards, which have been allocated previously under the LTIP and any shares allocated to employees under any other managerial scheme operated by the Company, shall not exceed 26,039,195 shares equating to approximately 5% of the current number of issued ordinary shares of the Company.

The maximum number of shares allocated to all unvested awards granted to any participant, in respect of the LTIP and any other managerial scheme operated by the Company, shall not exceed 5,207,839 shares, representing approximately 1% of the current issued ordinary share capital of the Company.

The HRRRC may not grant conditional awards to an employee in any financial year if it would at the proposed date of grant because the face value of the grant, which such employee has been granted in that financial year to exceed 120% of the employee’s guaranteed package at the proposed date of grant. In order to enhance the Company’s ability to attract external candidates, the HRRRC has the discretion to increase such limit to 240% in the year of appointment of an employee. 
 

External appointments

Executive directors are not permitted to hold external directorship or offices without the prior approval of the Board. To avoid conflict of Company interest or impair the employee’s ability to render productive service to Telkom, the employee may not accept membership of a Board of Directors without prior written permission. In the case of a member of the Executive Committee of Executive Management team permission should be obtained from the GCEO. Telkom may withdraw permission to serve on a Board of Directors at any stage. 
 

Service agreements

Effective from 1 April 2011, Telkom entered into a service agreement with NT Moholi, which has a three-year term, expiring 31 March 2014, with an annual one-year renewal, subject to either party tendering notice of their intention to terminate the agreement on or before 30 June of the applicable year.

JH Schindehütte was appointed as Chief Financial Officer with effect from 1 August 2011 until 31 July 2016; thereafter the agreement may be renewed for a two-year period subject to either party tendering six months’ notice of their intention to terminate the agreement. All other members of the Executive Committee have indefinite service employment contracts with a three-month notice period by either party.
 
Executive directors Year
of
employment
Year first
appointed
to the
Board
Year
due for
re-election
NT Moholi 2011 2011 2014
JH Schindehütte 2011 2011 2016
 

Retention and restraint agreements

In order to ensure that Telkom attract highly skilled and experienced ICT Business Leaders, Telkom can sign retention and/or restraint of trade agreement for specific candidates in specific roles. The main objective is to protect Telkom’s interest with reference to trade secrets and confidential information. Confidential information to include, inter alia, information relating to Telkom strategic objectives, information relating to business activities, technical, scientific commercial, financial and market information, business data and plans, designs, drawings, and technical requirements and specifications of Telkom. After termination of the employment contract and for the duration of the restraint period the employee shall not carry on or be interested or engaged in/or concerned with or employed by any company, which engaged in any way in, the competitive activity or provides services which are the same as or similar to the competitive activity.

Restraint agreements have been signed with NT Moholi, GCEO, which prevents her from competing within the communications industry for two years from last day of employment.

Retention agreements were signed with the following Executive Committee members and the details are reflected in the Remuneration report
 
Executive Committee Retention agreement lapses
BC Armstrong 31 January 2015
DJ Fredericks 31 July 2013
JM Mavuso 31 January 2015
TE Msubo 28 February 2013
GJ Rasethaba 28 February 2014
MB Sallie 31 January 2015
 

Sign-on bonus

Sign-on bonuses may be allocated on the discretion of the GCEO on recommendation of Executive Committee members, to prospective staff members who meet specific criteria. The intention of the sign-on bonus is to act as a recruitment incentive to assist in talent attraction and compensate for potential loss of benefits from previous employer. The full sign-on bonus amount will be recovered if the individual terminates his/her employment contract.

We paid JH Schindehütte a sign-on bonus. This bonus will be fully recovered should he resign from his position before 31 July 2013. 
 

Non-executive directors’ remuneration key principles and policies 

The Board of Directors, on the recommendation of the HRRRC, determines the fees of the non-executive directors. These fees are set out in note 41 in the consolidated annual financial statements.

Fees for Telkom’s non-executive directors are determined by the Board of Directors based on market practice, within the restrictions contained in Telkom’s articles of association. Telkom’s non-executive directors receive no other pay or benefits other than directors’ fees, with the exception of reimbursement of expenses incurred in connection with their directorships. The non-executive directors do not participate in the long-term incentive share plan or in the short-term incentive plan outlined herein and are not eligible for pension scheme membership.

The remuneration structure is considered to be fair and reasonable and in the best interests of the Company. 
 

Service agreements

Telkom entered into a service agreement with PL Zim effective from 16 February 2011, which had a oneyear term, expiring 15 February 2012. On 8 February 2012 shareholders were advised that PL Zim had been re-appointed as Chairman with immediate effect. His term of office will end the earlier of 31 August 2013 or at the Company's Annual General Meeting of 2013. 
 
Non-executive directors Year first
appointed
to the
Board
Year last
re-elected
as a
director
Year due
for
re-election
PL Zim (Chairman) 2011   2014
B du Plessis 2004 2011 2014
N Dongwana 2012   2015
JN Hope 2009 2011 2014
RJ Huntley 2007 2011 2014
PG Joubert 2008 2008 Retired
N Kapila 2011   2014
I Kgaboesele 2011   2014
PSC Luthuli 2005 2010 2013
N Mnxasana 2012   2015
NT Moholi 2011   2014
J Molobela 2009 2011 2014
JH Schindehütte 2011   2014
Dr S Sibisi 2012   2015
Y Waja 2010   2013
 

Non-executive directors’ remuneration

Non-executive directors’ fees effect 1 April 2011 were as follows: 
 
R per annum
Non-executive directors’ fees
2012
2011
Chairman of the Board 1,110,000 1,110,000
Non-executive director of the Board 325,000 325,000
International Board member 449,811 449,811
Audit Committee Chairman 200,000 200,000
Audit Committee member 120,000 120,000
Human Resource Review and Remuneration Committee Chairman  200,000 200,000
Human Resource Review and Remuneration Committee Member  120,000 120,000
Nominations Committee Chairman  80,000 80,000
Nominations Committee member  60,000 60,000
Investment and Transactions Committee Chairman  80,000 80,000
Investment and Transactions Committee member  60,000 60,000
Social Ethics and Sustainability Committee Chairman  200,000 200,000
Social Ethics and Sustainability Committee member  120,000 120,000
Independent Directors Committee Chairman  30,000 30,000
Independent Directors Committee member  30,000 30,000
 
Board meetings – Five scheduled per annum.

Special Board meetings fee:
Chairman – R20,000 per meeting
Ordinary Board member – R15,000 per meeting
International Board member – R15,000 per meeting
 
Board sub-committee meetings:
Four scheduled committee meetings held per annum by the Audit and Risk, Human Resources Review and Remuneration and Social Ethics and Sustainability committees. 
Two scheduled committee meetings held per annum by the Nominations and Investment and Transactions committees. 
Special committee meeting fee – R15,000 per meeting
 
Where any Board member voluntarily attends a committee meeting that they are not a member of, no fees will be payable for their attendance.

All fees will be proportion to the period in which office is held. 

REMUNERATION AND BENEFITS AWARDED TO PRESCRIBED OFFICERS DURING 2012

Executive directors’ remuneration

Remuneration and benefits paid and short-term incentives approved in respect of the 2012 financial year are set out in the following table: 
 
Rand Guaranteed
package
Short-term
incentive
Fringe and
other benefits
Total
2012
Executive directors        
NT Moholi 6,402,150 2,253,013 3,412,1581 12,067,321
JH Schindehütte 3,000,000 876,600 4,507,8582 8,384,458
Total 9,402,150 3,129,613 7,920,016 20,451,779
1 Includes a restraint payment of R3,404,300.
2 Includes a sign-on bonus of R4,500,000.
 
2011

Executive directors

Rand Guaranteed
package
Short-term
incentive
Fringe and
other benefits
TCSP Total
2011
RJ September1 3,691,259 802,3992 2,098,451 6,592,109
PG Nelson1 1,880,573 1,031,7493 1,931,703 4,844,025
Total 5,571,832 1,834,148 4,030,154 11,436,134
1 RJ September and PG Nelson resigned effective from 7 July 2010 and 25 August 2010, respectively, and therefore did not qualify for a short-term incentive.
2 Includes a leave encashment at retirement of R794,764.
3 Represents an employment settlement at resignation.
 

Executive Committee and prescribed officers (excluding executive directors)

The aggregate remuneration and benefits paid, short-term incentives approved for the 2012 financial year are set out in the table below: 
 
Executive Committee Guaranteed
package (GP)
Short-term
incentive
Fringe and
other benefits
Total
2012
R
Total
2011
R
NT Moholi       8,758,101
JA Hedberg 10,220,900
GJ Rasethaba 2,436,780 551,833 2,436,7801 5,425,393 4,103,052
TE Msubo 2,853,935 693,232 1,011,7872 4,558,954 2,219,965
TG Msimango 9,111,522
IM Fourie 8,052,632
MJ Nzeku 3,848,278   3,848,278 14,060,839
P Marais 1,638,883   4,411,2763 6,050,159 4,506,465
BC Armstrong* 2,781,000 1,017,179 6,674,4004 10,472,579
MB Sallie* 2,622,812 892,759 6,304,5725 9,820,143
JM Mavuso* 2,261,957 580,458 5,438,5206 8,280,935
DJ Fredericks 2,825,421 627,525 4,433,3447 7,886,290 4,508,105
JC Smit 2,327,878
Total 21,269,066 4,362,986 30,710,679 56,342,732 67,869,459
* Appointed 1 June 2011.
1 Includes a retention payment of R2,436,780 which is equivalent to 1 x guaranteed package.
2 Includes a retention payment of R1,000,000.
3 Represents an employment settlement of R3,178,825 and a acting allowance of R1,223,610.
4 Includes a retention payment of R6,674,400 which is equivalent to 2 x guaranteed package.
5 Includes a retention payment of R6,294,750 which is equivalent to 2 x guaranteed package.
6 Includes a retention payment of R5,428,698 which is equivalent to 2 x guaranteed package.
7 Includes a retention payment of R3,100,000 which is equivalent to 1 x guaranteed package and an acting allowance of R1,321,557. 
 

Executive management team

31 March 2012

Rand Guaranteed
package
Short-term
incentive
Fringe and
other benefits
Total
2012
Total
2011
Executive management team 55,865,645   14,192,969 70,058,614 92,159,401
Number of employees       32 33
 

Non-executive directors

The following table details emoluments paid to non-executive directors for services rendered:
 
Non-executive directors Directors’
fees
Committee
and special
meeting fees
Total
2012
R
Total
2011
R
PL Zim (Chairman) 1,110,000 410,000 1,520,000 210,791
D Barber 23,855
B du Plessis 325,000 495,000 820,000 925,000
NP Dongwana 37,401 25,000 62,401
JN Hope 325,000 435,000 760,000 815,000
RJ Huntley 325,000 645,000 970,000 1,031,000
PG Joubert 135,417 190,000 325,417 715,000
Dr VB Lawrence1 467,378
N Kapila1 449,811 255,000 704,811 88,549
I Kgaboesele2 243,750 185,000 428,750
PSC Luthuli 325,000 630,000 955,000 900,000
NP Mnxasana 37,401 10,000 47,401
B Molefe3 17,255
J Molobela4 325,000 450,000 775,000 1,387,500
S Sibisi 37,401 15,000 52,401
Dr E Spio-Garbrah1 37,484
Y Waja 325,000 435,000 760,000 617,316
Total 4,001,181 4,180,000 8,181,181 7,236,128
1 N Kapila, Dr E Spio-Garbrah and Dr VB Lawrence are foreign directors with Indian, Ghanaian and American nationalities, respectively.
2 Payments for services by I Kgaboesele are paid directly to Sphere Holdings (Pty) Limited.
3 Payments for services by B Molefe are paid directly to the Public Investment Corporation.
4 J Molobela retired as Chairman and was re-appointed as non-executive director of the Telkom Board effective from 16 February 2011.
 
Non-executive directors are not eligible to participate in the Telkom Conditional Share Plan.
 

Beneficial shareholding

Directors’ shareholding as at 31 March 2012
 
Beneficial
Non-beneficial
Number of shares
Direct
Indirect
Direct
Indirect
Executive        
NT Moholi 37,004
Non-executive        
J Molobela 267
NP Mnxasana 160
Total 37,431
Director’s shareholding as at 31 March 2011        
  Beneficial Non-beneficial
Number of shares Direct Indirect Direct Indirect
Non-executive        
J Molobela 267
NP Mnxasana 160
Total 427  
 

Directors’ interest in contracts

The directors of the Company annually and as required declare their interest in any transaction with the Company in terms of the Companies Act of 2008. In accordance with the Companies Act of 2008, Telkom SA SOC Limited maintains a register of directors’ interests in contracts.

None of the directors declared an interest in a contract during the year under review.