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| REMUNERATION REPORT (CONTINUED) |
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| Brait South Africa Share Scheme 2005 |
| Salient features |
| • |
A new scheme implemented with effect from 1 April 2005. |
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The scheme consists of a management scheme and an executive
scheme. |
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The executive scheme requires a capital contribution on which the
executive is exposed to market risk. |
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The scheme is based on a share appreciation right linked to a Brait
S.A. share. |
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A vested share appreciation is converted into shares at market
price. |
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Entitlements are granted at market price at the date of grant. |
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Vesting accrues between three and five years. |
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Entitlements are forfeited if the participant leaves the group before
vesting. |
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| Entitlements granted under the scheme: |
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Management |
Executive |
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scheme |
scheme |
Total |
Share entitlements outstanding
at beginning of year |
– |
– |
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| – |
| Granted |
2 110 823 |
– |
2 110 823 |
| Cancelled (by resignation or retrenchment) |
– |
– |
– |
Share entitlements outstanding
at end of year |
2 110 823 |
– |
2 110 823 |
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| Analysis of share entitlements outstanding at 31 March 2006 |
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Expiry date |
Number of shares |
Issue price (ZAR) |
| A shares – 5 years |
31 March 2010 |
1 250 823 |
11,83 |
| A shares – 5 years |
30 September 2010 |
125 000 |
18,04 |
| A shares – 5 years |
31 December 2010 |
135 000 |
18,99 |
| C shares – 3 years |
31 March 2008 |
500 000 |
11,83 |
| C shares – 3 years |
31 December 2008 |
100 000 |
18,99 |
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2 110 823 |
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| Directors’ emoluments |
| For Brait S.A. and its subsidiaries |
| Remuneration |
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Fees and |
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expenses |
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Other |
Other |
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| For the year ended |
as |
Cash |
Performance |
benefits |
services |
2006 |
| 31 March 2006 |
directors |
salary |
bonus |
(note 1) |
(note 2) |
Total |
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US$000 |
US$000 |
US$000 |
US$000 |
US$000 |
US$000 |
| Executive directors |
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| AC Ball |
12,4 |
507,7 |
781,5 |
33,4 |
– |
1 335,0 |
| BI Childs |
8,3 |
48,0 |
– |
– |
– |
56,3 |
| JJ Coulter (note 3) |
8,3 |
232,0 |
– |
804,6* |
– |
1 044,9 |
| JA Gnodde (note 3) |
8,3 |
298,3 |
922,6 |
24,7 |
– |
1 253,9 |
| CJ Tayelor |
11,2 |
339,1 |
518,0 |
32,9 |
– |
901,2 |
| SJP Weber |
– |
– |
– |
– |
36,8 |
36,8 |
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48,5 |
1 425,1 |
2 222,1 |
895,6 |
36,8 |
4 628,1 |
| Non-executive directors |
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| PAB Beecroft |
8,3 |
– |
– |
– |
14,0 |
22,3 |
| J Bodoni |
8,3 |
– |
– |
– |
– |
8,3 |
| ME King |
20,1 |
– |
– |
– |
184,0 |
204,1 |
| RJ Koch |
17,8 |
– |
– |
– |
21,0 |
38,8 |
| AM Rosenzweig |
8,3 |
– |
– |
– |
21,0 |
29,3 |
| HRW Troskie |
8,3 |
– |
– |
– |
11,2 |
19,5 |
| PL Wilmot |
19,4 |
– |
– |
– |
21,0 |
40,4 |
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90,5 |
– |
– |
– |
272,2 |
362,7 |
| Total US$000 |
139,0 |
1 425,1 |
2 222,1 |
895,6 |
309,0 |
4 990,8 |
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| * |
Mr Coulter was paid a US$750 000 "sign-on' consideration in June 2005. Should he leave the group's services prior to 1 June 2008, a pro-rata portion
will be refundable |
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| Note 1 |
Other benefits represent provident fund contributions, motor vehicle allowances, medical aid and group life cover. |
| Note 2 |
Other services represent time spent by directors in the management and/or day-to-day activities of the company and/or its subsidiaries. |
| Note 3 |
Messrs Coulter and Gnodde were appointed directors of the company on 27 July 2005. Their remuneration is in respect of the eight month period from this date. |
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