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SUN INTERNATIONAL ANNUAL REPORT ’10 As the forfeitable shares are held for the benefit of the employee, in a controlled account, he will be entitled to all shareholder rights applicable to those shares, namely the right to dividends and to voting at general meetings of the company. In the event that the shares are forfeited due to resignation or dismissal, any dividends received prior to the forfeiture are to be repaid. Proposed amendments to share plans Recommendation will be made to members at the forthcoming annual general meeting to amend the CSP, EGP and DBP in compliance with Schedule 14 of the JSE Listings Requirements (‘the rules’). The key amendments are: � although the maximum number of shares that may be issued under the plans is retained at 10 780 000 shares, this limit is permitted to be increased proportionately to reflect changes in capital structure, as specified in the rules. The proviso to the number of the shares that may be issued under the plans namely that no more than 5 390 000 shares (which represents approximately 5% of the ordinary issued share capital will be allocated under the plans in the first 3 years of the operation of the plans), has been deleted; � although the maximum number of unvested shares, namely 1 078 026 shares, that can be allocated to any participant under any of the plans has been retained, the proviso to the number of shares that may be issued to any participant under the plans which represents approximately 1% of the issued ordinary share capital of the company at the date of approval of the plans has been deleted; � the plans have been amended to confirm that employees’ TCOE, grade, performance, retention requirements and market benchmarks form the primary basis upon which awards under the plans are made; 132 REMUNERATION REPORT CONTINUED � the EGP and CSP have been amended to provide that the discretion of the committee to change the performance conditions specified in a letter of grant if events happen which cause the committee reasonably to consider that a changed performance condition would be a fairer measure of performance will not apply in respect of grants made on or after 1 July 2010; � a provision has been inserted into the rules of the plans to provide that in the event that the company is placed into liquidation otherwise than for the purposes of internal reorganisation, any unvested awards shall be deemed to have vested; and � certain points of clarity and administrative changes to the plans as required by the rules are proposed. Details of these amendments also appear in the notice of annual general meeting forming part of this annual report and will be available for inspection at the company’s offices 21 days before the annual general meeting. Capacity of share plans and dilution Details of the number of shares issued in satisfaction of the LTI plans approved by shareholders are noted on pages 187 to 192 of the annual report. The awards made to executive directors as well as the aggregated awards made to the three highest paid employees are disclosed below. In addition, awards which have vested or were exercised during the year and the value received on vesting are indicated below. Awards made to executive directors and the three highest paid employees under share plans as at 30 June 2010 Share plan Date of grant Grant price R Number of grants held 30 June 2009 Number of grants made/ (forfeited) during year ended 30 June 2010 Grants exercised during year ended 30 June 2010 Number of grants held 30 June 2010 Earliest vesting/ date exercisable Number of grants vested 30 June 2010 Present value of existing future awards R DC Coutts-Trotter EGP 30.06.2006 82.74 27 919 27 919 30.06.2009 27 919 – EGP 29.06.2007 149.55 16 550 16 550* 30.06.2011 –*** EGP 30.06.2008 90.47 29 682 29 682 30.06.2011 –*** EGP 30.06.2009 77.25 36 153 36 153 30.06.2012 848 149 EGP 29.06.2010 84.12 – 35 854 35 854 29.06.2013 594 818 110 304 35 854 146 158 27 919 1 442 967 RP Becker EGP 30.06.2006 82.74 12 551 12 551 30.06.2009 12 551 – EGP 29.06.2007 149.55 8 305 8 305* 30.06.2011 –*** EGP 30.06.2008 90.47 15 209 15 209 30.06.2011 –*** EGP 30.06.2009 77.25 19 817 19 817 30.06.2012 464 907 EGP 29.06.2010 84.12 – 21 992 21 992 29.06.2013 364 847 55 882 21 992 77 874 12 551 829 754
Share plan Date of grant Grant price R Number of grants held 30 June 2009 Number of grants made/ (forfeited) during year ended 30 June 2010 Grants exercised during year ended 30 June 2010 Number of grants held 30 June 2010 Earliest vesting/ date exercisable Number of grants vested 30 June 2010 Present value of existing future awards R DC Coutts-Trotter CSP 29.06.2007 n/a 21 063 (21 063) –** CSP 30.06.2008 n/a 37 778 37 778 30.06.2011 –*** CSP 30.06.2009 n/a 46 012 46 012 30.06.2012 –*** CSP 29.06.2010 n/a – 45 633 45 633 29.06.2013 2 156 159 104 862 24 570 129 423 2 156 159 RP Becker CSP 29.06.2007 n/a 12 277 (12 277) –** CSP 30.06.2008 n/a 22 637 22 637 30.06.2011 –*** CSP 30.06.2009 n/a 29 295 29 295 30.06.2012 –*** CSP 29.06.2010 n/a – 29 322 29 322 29.06.2013 1 385 465 64 209 17 045 81 254 1 385 465 DC Coutts-Trotter DBP 20.09.2006 n/a 13 210 (13 210) – DBP 11.10.2007 n/a 8 932 8 932 01.10.2010 736 890 DBP 06.10.2008 n/a 16 308 16 308 23.09.2011 1 345 410 DBP 06.10.2009 n/a – 16 607 16 607 21.09.2012 1 370 078 RP Becker DBP DBP DBP DBP 20.09.2006 11.10.2007 06.10.2008 06.10.2009 n/a n/a n/a n/a 38 450 16 607 (13 210) 41 847 3 452 378 3 798 3 611 7 125 – 7 256 (3 798) – 3 611 7 125 7 256 01.10.2010 23.09.2011 21.09.2012 297 908 587 813 598 620 14 534 7 256 (3 798) 17 992 1 484 340 DC Coutts-Trotter 30.11.2011 50% RSP 01.12.2008 n/a 195 378 195 378 30.11.2012 25% 16 118 685 30.11.2013 25% 195 378 195 378 16 118 685 RP Becker 30.11.2011 50% RSP 01.12.2008 n/a 80 032 80 032 30.11.2012 25% 6 602 640 30.11.2013 25% RSP 01.10.2009 n/a – 16 000 16 000 30.09.2012 100% 1 320 000 80 032 16 000 96 032 7 922 640 Top 3 Employees EGP 96.83 60 483 9 216 69 699 15 367 839 072 CSP n/a 65 173 (1 742) 63 431 1 503 495 DBP n/a 17 334 3 367 (5 296) 15 405 1 270 913 30.11.2011 50% RSP 01.12.2008 n/a 41 016 41 016 30.11.2012 25% 3 383 820 30.11.2013 25% * Performance conditions not met – subject to re-testing. ** TSR performance conditions not met. *** Award not expected to vest. REMUNERATION REPORT continued Awards made to executive directors and the three highest paid employees under share plans as at 30 June 2010 (continued) 133
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ANNUAL REPORT 2010
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ABOUT THE INTEGRATED REPORT This re
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Carnival City AFRISUN GAUTENG 85% 8
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Monticello
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KEY STRATEGIC IMPERATIVES 3. OUR CU
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Energy management Communities Publi
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Non-Executive Directors MP (MIKE) E
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KH (Kele) Mazwai (41) / GROUP HUMAN
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INTRODUCTION This past year has onc
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Morula APPRECIATION On behalf of th
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AT A GLANCE FINANCIAL HIGHLIGHTS Wi
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TRADING AND GROUP OPERATING PERFORM
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Operational overview - Casinos and
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GrandWest JOINT REPORT OF THE CHIEF
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Gaming taxes by province and countr
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DIVIDENDS 1. SHAREHOLDER DELIVERY T
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JOINT REPORT OF THE CHIEF EXECUTIVE
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The Royal Livingstone 33
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AT A GLANCE 2. PROTECT OUR BUSINESS
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By the end of February, the number
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WILD COAST SUN The local community
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Our market share South Africa Gamin
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We estimate that the group’s shar
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Carnival City 45
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OUR OBJECTIVES IN THIS SECTION: JOI
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FEEDBACK ON THE CM INITIATIVES/PROJ
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51 51
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AT A GLANCE WHAT WE ACHIEVED Final
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CAPITAL COMMITMENTS Capital commitm
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AT A GLANCE JOINT REPORT OF THE CHI
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CONCESSIONAIRES Our concessionaires
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AT A GLANCE IN THIS SECTION: JOINT
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In line with global trends for lead
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JOINT REPORT OF THE CHIEF EXECUTIVE
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Beneficiaries of training 2010 Bene
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Training investment model JOINT REP
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JOB PROFILING Also forming part of
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Occupational hygiene and legionella
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OUR OBJECTIVES JOINT REPORT OF THE
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The table below sets out the direct
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MANAGEMENT JOINT REPORT OF THE CHIE
Page 83 and 84: JOINT REPORT OF THE CHIEF EXECUTIVE
Page 85 and 86: GOLDEN VALLEY CASINO & LODGE’S EN
Page 87 and 88: INCIDENTS JOINT REPORT OF THE CHIEF
Page 89 and 90: Efforts to establish the Nedbank Go
Page 91 and 92: Our property ratings Rm 2010 2009 2
Page 93 and 94: JOINT REPORT OF THE CHIEF EXECUTIVE
Page 95 and 96: AT A GLANCE JOINT REPORT OF THE CHI
Page 97 and 98: SHAWCO - This student-run NGO at th
Page 99 and 100: REGULATORY COMPLIANCE The South Afr
Page 101 and 102: OUR COMMITMENT CORPORATE GOVERNANCE
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Page 109 and 110: Board meetings A minimum of four bo
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Page 113 and 114: The committee has adopted a written
Page 115 and 116: The key risks that are identified,
Page 117 and 118: Internal control The board of direc
Page 119 and 120: The group has continued to actively
Page 121 and 122: Group 2010 2009 2008 2007 2006 2005
Page 123 and 124: Group statistics 2010 2009 2008 200
Page 125 and 126: Types of shareholders at 30 June 20
Page 127 and 128: principles of inclusivity, material
Page 129 and 130: The board and the remuneration comm
Page 131 and 132: Prior to the commencement of the re
Page 133: the travel and leisure sector that
Page 137 and 138: Emoluments Executive directors’ r
Page 139 and 140: for the year ended 30 June NOTES TO
Page 141 and 142: The annual financial statements whi
Page 143 and 144: TO THE MEMBERS OF SUN INTERNATIONAL
Page 145 and 146: HOLDING COMPANY The company has no
Page 147 and 148: which the entity operates (the func
Page 149 and 150: elating to certain firm commitments
Page 151 and 152: expenditure represents the total co
Page 153 and 154: government and other government rel
Page 155 and 156: GROUP STATEMENTS OF FINANCIAL POSIT
Page 157 and 158: Notes GROUP STATEMENTS OF CHANGES I
Page 159 and 160: for the year ended 30 June Operatin
Page 165 and 166: 14. PROPERTY, PLANT AND EQUIPMENT (
Page 167 and 168: 15. INTANGIBLE ASSETS (continued) S
Page 169 and 170: for the year ended 30 June 18. RETI
Page 179 and 180: for the year ended 30 June 27. PROV
Page 181 and 182: for the year ended 30 June 28. CASH
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29. FINANCIAL INSTRUMENTS (continue
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32. RELATED PARTY TRANSACTIONS Key
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32. RELATED PARTY TRANSACTIONS (con
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NOTES TO THE GROUP FINANCIAL STATEM
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COMPANY STATEMENTS OF FINANCIAL POS
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COMPANY STATEMENTS OF CHANGES IN EQ
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NOTES TO THE COMPANY FINANCIAL STAT
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Notice is hereby given that the twe
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Litigation statement The directors
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SUN INTERNATIONAL LIMITED (Incorpor
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SUN INTERNATIONAL LIMITED Incorpora
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