When considering the advisory vote on the remuneration policy, Sustainability Advisory Services reviews the structural elements of executive remuneration as compared to accepted good practice principles in the South African market. Accordingly, the following key issues have been identified for shareholder consideration:

ANNUAL BONUS
The CFO's maximum annual bonus opportunity increased from 120% to 144% of annual basic employment costs for FY2023. This appears to be a consequence of the review of the CFO's remuneration package, as disclosed in the previous annual report. The Company has not explained why the CFO should receive a higher annual bonus opportunity than the CEO, which is considered an atypical arrangement.

It also remains noted that Remuneration Committee continues to match the entire cash bonus award with additional shares that are not subject to any further performance conditions. However, it is recognised that any award is determined by reference to the annual cash bonus, which is based on Company performance. Further, the majority of total variable pay remains clearly linked to performance conditions.

Shareholders will also note that the safety deductor has been utilised during FY2023, following the fatality of an employee, as discussed in more detail under the Material Company Updates section of this report and Item 4.2.

LTIP
The CEO will receive a 25% of salary increase to her LTIP award opportunity from FY2024, driven by a benchmarking exercise. The Company also cites "talent retention and gender pay equality" as reasons for the increase to the LTIP opportunity. This is noted for shareholder awareness only as the Company has provided detailed commentary on the benchmarking exercise determining this increase, with the resulting opportunity not raising any material concerns at this stage.

SHAREHOLDING GUIDELINES
As highlighted in the previous Sustainability Advisory Services Report, it is positively noted that the Company has disclosed the shareholding requirement for the CEO, requiring them to build a 200% of salary shareholding. However, it remains unclear why this requirement does not extend to the CFO, particularly in the context of the revised remuneration arrangements granted over FY2022 and FY2023.

CONCLUSION
Overall, despite the potential concerns associated with the matching share provision under the bonus deferral arrangements and the increased maximum award opportunity for the CEO under LTIP and for the CFO under annual bonus, it is noted that the majority of variable pay remains subject to performance criteria. The resultant pay levels are not considered excessive at this time. In the absence of any further concerns, qualified support for the remuneration policy is considered warranted.