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118

04

Transparency and accountability

Remuneration

report

Remuneration

structure

– continued

LTIs

Introduction

The plan is designed to support the principle of alignment between

management and shareholder interests, with the ultimate aim of ensuring

growth in shareholder value. The objectives are to motivate long-term

sustainable performance, align the interests of top management with those of

shareholders, and retain business-critical and top talented employees.

In terms of the forfeitable share plan (FSP), a free transfer of shares is

awarded to employees, under the condition of forfeiture in the case of

termination of service before the vesting/release date; and achievement of

the company’s pre-determined performance levels.

From the grant date, the employee has shareholder rights in respect of the

forfeitable shares to receive dividend rights and voting rights. TheTelkom LTI

plan is an FSP, which has two components:

> LTI plan component (senior leadership, M3 to M0)

> ESOP component (middle management and bargaining unit, A to M/S4)

Vesting of awards

Vesting period: LTI Plan

Award

(M3 - M0)

FY2016

FY2017

FY2018

FY2019

FY2020

FY2021

Total

FY2013

50%

30%

20%

100%

FY2014

50%

30%

20%

100%

FY2015

50%

30%

20%

100%

FY2016

50%

30%

20%

100%

Total

50%

80%

100%

100%

50%

20%

Vesting period: ESOP

Award

(A - M4)

FY2016

FY2017

FY2018

FY2019

Total

FY2013

100%

100%

FY2014

100%

100%

FY2015

100%

100%

FY2016

100%

100%

Total

100%

100%

100%

100%

Telkom’s share incentive

plans are structured to

optimise the company’s

overall position, while

providing benefits that

will assist the company

to attract, retain and

incentivise executives and

top talented employees.

LTI

Long-term incentives

>

LTI Plan

>

ESOP

LTI plan component

(M3 – M0)

ESOP

(A – M4)

The performance conditions are measured after three years and the number of shares to vest is based on the extent to

which the performance conditions are met.