(formely M-Cell Limited) - Business Report 2003 - MTN Group

DIRECTORS’ REPORT (continued)
FOR THE YEAR ENDED 31 MARCH 2003
DIRECTORS’ EMOLUMENTS AND RELATED PAYMENTS
Payments for the year to 31 March 2003
Fees Retire-
Date Date Director’s and ment
appointed resigned fees salaries benefits Benefits Bonuses Total
R’000 R’000 R’000 R’000 R’000 R’000
Executive Directors
P F Nhleko (CEO) 1 July 02 2 436 234 500 5 662 8 832
I Charnley 1 Aug 01 1 352 198 318 1 332 3 200
R S Dabengwa 1 Oct 01 1 656 220 166 1 176 3 218
R D Nisbet 1 Oct 01 1 362 198 305 1 964 3 829
P L Zim 1 Oct 01 1 484 198 105 2 091 3 878
Non-executive Directors
D D B Band 1 Oct 01 432 432
Z N A Cindi 23 April 99 265 265
P Heinamann 1 Oct 01 472 472
M C Ramaphosa 1 Oct 01 660 660
J R D Modise
(alternate to
M C Ramaphosa)* 1 Oct 01 20 20
S N Mabaso** 1 July 02 160 160
A F van Biljon 1 Nov 02 157 157
L C Webb
(alternate to C R Jardine/
S N Mabaso)** 15 Nov 00 46 46
Past Directors
P Edwards 1 Aug 01 30 June 02 6 803 — 553 3 711 11 067 #
P F Nhleko 28 June 01 1 July 02*** 115 115
C R Jardine** 15 Nov 00 15 Oct 02 199 199
2 526 15 093 1 048 1 947 15 936 36 550
# Mr P Edwards ceased to be Chief Executive Officer and a director of MTN Group with effect from 30 June 2002, and
remained a consultant to the Company until 31 July 2003. His director’s emoluments and related payments include an
amount of R8,3 million, comprising salary, bonus and settlement components, paid to him during the year. This represents
the Company’s entire obligation in terms of the contracted settlement and advisory arrangements, discounted back to the
payment date. The company has no further obligation towards Mr Edwards.
Mr P Edwards holds 500 000 share options which are exercisable until December 2003.
PERFORMANCE BONUSES
Performance bonuses for Executive Directors are linked to operational and financial value drivers pertaining to
business performance against budget for individual operations and the MTN Group as a whole. These value drivers are
determined by the Board every year in respect of the next financial year. Each Executive Director’s performance bonus
is conditional upon achievement of their specific value drivers and key performance indicators, which are structured
to retain a balance between the performance of entities for which they are directly responsible, and that of the Group.
In order to align incentive awards with the performance to which they relate, bonuses above reflect the amounts
accrued in respect of each year and not the amounts paid in that year. Prior year figures have been restated
accordingly.
PAGE 66
MTN BUSINESS REPORT 2003