This report reflects our remuneration guiding principles and the implementation of our remuneration policy, outlining remuneration decisions made by the board and remuneration, social and ethics committee (RSEC) with respect to ArcelorMittal South Africa employees, executive and non-executive directors.
Notwithstanding major achievements on areas including B-BBEE and skills development, this year ArcelorMittal South Africa’s ﬁnancial performance continued to disappoint. In this context, we are acutely mindful of the need for our remuneration policies and practices to strike a balance between shareholder interests and the need to attract, retain and incentivise our employees to improve company performance. During the year the senior management turnover report reflected an increase due to the departure of Paul O’Flaherty and Themba Nkosi in top management roles. Voluntary turnover throughout the company reflected a similar increase (click here).
In our continued efforts to engage and address employee concerns, we implemented corrective measures such as equity pay improvements, leadership programmes, robust succession and career plans as well as driving transformation.
Our underlying philosophy is to attract, develop and retain our employees while remaining mindful of our financial performance. In this context, we operate within the regulatory, legislative and governance frameworks as detailed in this report. Our remuneration philosophy seeks to balance the need to reward performance appropriately, fairly and competitively while remaining conscious of our responsibility to deliver shareholder value.
Our approach towards managing pay includes the following principles:
- Total rewards mindset – reward is viewed in a holistic manner comprising a range of monetary (fixed and variable) and nonmonetary components
- Performance aligned to strategy – there is strong differentiation based on performance by all employees, addressing line-of-sight responsibilities aligned to key strategic objectives and the creation of value over the short, medium and long term. Performance is the cornerstone of reward practices and is linked to shareholder, company, business unit, team and individual goals
- Manager discretion – we continue to drive the empowerment of business units. Our delegation-of-authority matrix incorporates decentralised decision-making
- Legislative framework – aligned to the Employment Equity Amendment Act, we adopted an internal equity pay correction strategy for those below executive level that is in its third implementation year, differentiated by individual performance and tenure
- Pay mix – our total pay includes a variable pay element and reward for contributions to business performance. The differentiation by role level is reflected in the table below
- Consistency – the reward philosophy strives to be both consistent and transparent. Benchmarking is performed annually using reliable and recognised methodologies by utilising differential market values of various skills groups and roles as reflected in variable pay practices
- Attraction and retention – the focus is on fair and equitable remuneration practices that attract, develop and retain talent to deliver on the business strategy
- Governance framework – aligned to King III, RSEC is delegated
by the board to perform various functions and to make
recommendations to the board on human resources issues. The
board ensures that the remuneration policy results in fair and
responsible remuneration practices in the context of overall
employee and executive remuneration so as to:
- Attract, motivate, reward and retain human capital
- Promote the achievement of strategic objectives within the organisation’s risk appetite
- Promote an ethical culture and responsible corporate citizenship.
The report of the remuneration, social and ethics committee click here.
Remuneration design structure
The principle of performance-based remuneration is one of the cornerstones of the remuneration strategy. It is further underpinned by sound remuneration management and governance principles, which are promoted across ArcelorMittal South Africa to ensure the consistent application of the strategy. We strive to reward employees for individual and corporate performance through an appropriate balance of ﬁxed pay and short and long-term variable pay.
ArcelorMittal South Africa’s remuneration philosophy and policy aim to attract and retain motivated, high-calibre employees whose interests are aligned with those of our shareholders. This is achieved through the right mix of guaranteed and performance-based remuneration (variable pay), which provides for differentiation between high, on-target and low performance. The pay mix of guaranteed and variable remuneration differs according to the level of the employee. Generally, the more senior the employee, the higher the proportion of variable pay in his/her total remuneration package.
Our remuneration mix is intended to reward top and senior management through a greater element of performance-based pay. The relatively low rates of variable pay for such employees reflected in the table alongside derive from the fact that, in 2016, only 1% of long-term incentive targets, and 0% of short-term targets, were achieved.
ArcelorMittal South Africa’s remuneration strategy comprises the following key elements:
- Guaranteed pay
- Retirement, risk and medical benefits
- Retention schemes (MTI and executive retention agreements)
- Variable pay such as production and maintenance bonuses (OPI) and short-term incentives (STIs), ie annual performance bonuses
- Long-term incentives (LTIs), ie share plans
- Other benefits.
|Reward element||Strategic intent|
Total cost to company (CTC) including company retirement contribution
|Reward element||Strategic intent|
|Employee share trusts
The guaranteed pay of package category employees is based on CTC. It comprises cash salary and contribution to retirement funding (including death and disability risk insurance). CTC is usually determined with effect from April each year and is informed by parameters approved by the board. Factors such as inflation, market pay and individual performance inform pay differentiation. While remuneration is benchmarked against peer competitors, the results of individual annual performance may allow earnings above the market median but not below the pay scale minimum.
Guaranteed pay for bargaining unit employees is negotiated with the National Union of Metalworkers of South Africa (Numsa) and Solidarity. Pay components, which are similar to those for package category, were adjusted by 7% according to a multi-year wage agreement implemented in April 2016 for a period of three years as reflected below.
|Formulae||7.42%||1% + CPI (floor of 4.5%,
capped at 6.5%) – not less
than 7% across the board
(7% implemented for 2016)
|Once-off||R2 000 (net)||–|
|Semi-skilled level||6.5% (including allowance)||6.3% (including
|Skilled level||6.2%||6.0% (including
|Medical aid subsidy cap||6.5%||6.5%|
Unionised employees’ pay progression is governed by competency-based remuneration, allowing for pay progressions in accordance with the individual’s assessed competency level. This pay progression model for the bargaining unit has been implemented since 2003.
ArcelorMittal South Africa’s policy is to provide, where appropriate, additional elements of compensation as listed below:
- All permanent employees are eligible for participation in our retirement funds and medical schemes
- Group life insurance is provided as a fixed amount of pensionable salary
- Funeral cover is provided to all employees
- All retirement plans include disability cover.
Variable pay structures include a performance incentive scheme and a productivity bonus scheme. The bonus schemes are discretionary and based on the achievement of key annual objectives. Variable pay aims to support and incentivise the achievement of strategy which, in turn, ensures our ability to create value over the short, medium and long term. The performance incentive scheme gives employees an annual performance bonus based on individual performance reviews combined with scorecards measuring the company’s ﬁnancial and non-ﬁnancial performance. Bonus payments are calculated as a percentage of an individual’s CTC.
Performance incentive scheme – package employees
In 2016 the performance bonus plan was similar to that of 2015 and provided package category employees an annual performance bonus based on company and individual performance reviews. A performance scorecard is used to measure ﬁnancial (ebitda and free cash flow) and non-ﬁnancial (health and safety, and business-speciﬁc measures – BSMs) performance, weighted respectively on a 70/30 basis. This is outlined in the table below, which also demonstrates the threshold, target and stretch (minimum, on-target and maximum) performance levels to be achieved against the business plan either at company or business unit level. The final score is moderated up or down based on individual performance.
|Performance levels||Performance measure and weights|
BSMs (20% of STI) are approved by the CEO and board and reflect key business drivers that are visible in our 2016 results.
Productivity bonus scheme – unionised employees
The productivity bonus scheme is negotiated for bargaining unit employees with trade unions as part of wage negotiations. It seeks to drive improved safety and productivity by rewarding bargaining unit employees for achieving monthly KPI targets that include:
- Ebitda (80%)
- Safety (20%)
The extent to which individual employee performance is measured against these targets is determined by employees’ ability to inﬂuence safety, production and productivity in their areas. The productivity bonus payment is determined as a percentage of monthly base salary and a maximum payment of 7% is applied.
Production and maintenance bonus (OPI) – production employees
To further enhance our reward offering in driving a high-performance culture, an additional element is added to the productivity bonus.Middle managers, technical and support staff linked directly to the production of steel are measured in the same way as their staff members and are incentivised for driving safety, quality and business unit performance. This monthly productivity bonus payment is determined as a percentage of monthly salary with a maximum of 5% achievement.
Long-term incentive plan (LTIP) for senior management
A share option scheme was effective from 2005 to 2011. Share options were offered at market prices on the grant date and were released in three annual tranches of 33.3%, 33.3% and 33.4%, commencing on the ﬁirst anniversary of the offer date and expiring after 10 years. Option plans are equity-settled as each share option converts into one ordinary share of ArcelorMittal South Africa Ltd on exercise. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from vesting to expiry date.
No share option grants were made in 2012, 2013, 2014 or 2015 and, as at 31 December 2015, all share options had vested. However, in the case of a rights offer, the trust deed of the share option scheme (clause 19) states that the scheme shares (options) held by a participant shall be increased with the number of shares to which the participant is entitled and will be equal to the subscription amount payable in respect of such rights shares at the rights offer price. Therefore, for every 100 options, the number of options increased by 163 at the rights offer price applicable to the increased portfolio only. The result this year following our rights issue was an increase of 4.8 million options that were exercisable by eligible participants.
In 2012, RSEC approved a new LTIP based on performance and conditional share units, as approved by shareholders.
The scheme’s participants are divided into two groups:
- Designated members of the executive committee who receive LTIP shares based on performance conditions: return on capital employed (ROCE) and total cost of employment per tonne (TCOE/t in USD), which are equally weighted (performance stock units – PSU). (The measurement changed to TCOE/t in ZAR in 2015.)
- Senior management, who receive LTIP shares based on service
conditions which include ongoing employment moderated by individual performance (restricted stock units – RSUs). Since 2015,
50% of the LTIP award for this category was also subject to performance conditions.
Salient features of the 2016 LTIP award, in accordance with the rules:
- It is a three-year performance plan
- Awards are made annually
- Allocations are calculated on cost to company X applicable % per grade X individual performance
- Threshold must be achieved to trigger payout for any measurement
- It is capped at 120% achievement of the specific target
- The audited financial year’s performance is used for measurement purposes
Eligible participants must remain employed to qualify for any settlement if the performance conditions have been met. There is provision for proportional awards when there is a change in the effective control of the company, or when an employee is retrenched, retires or dies while in service.
Specific to the 2016 grant rule, the share allocation percentage to senior managers and designated executives varies between 50% and 150% of cost to company relating to on-target performance. (International executives participate in the ArcelorMittal group scheme in accordance with the international mobility policy.)
Executive retention payable in three tranches was approved by RSEC earlier in 2016 due to increased turnover in the senior management category. This first tranche was paid to six key individuals in July supported by strong retention terms with the final payment due in 2018. These agreements include specific employment conditions. The first payment entailed a once-off cost of R4.2 million.
Medium-term incentive scheme aimed at retention of critical talent
The medium-term incentive scheme is aimed at retaining critical, scarce skills in various key specialist positions below senior management. Participants need to have been in employment for three years from the date of the ﬁirst payment and, where necessary, are required to participate in a formal mentorship and coaching programme as part of our succession plan. Although we have awarded medium-term incentives selectively, five tranches were paid in 2016.
Voluntary turnover this year was 5.3%, a substantial increase over 2015. Staff turnover per employee category is reflected in the graph click here.
Employee Share Ownership Plan – Ikageng Trust
In line with our commitment to transformation and our B-BBEE strategy, the board approved a five-year Employee Share Ownership Plan (ESOP) effective from October last year. The size of the ESOP was a 4.7% shareholding (which reduced to an effective 1.89% following our subsequent rights offer) with 21.1 million shares available for allocation. The following participation rules apply:
|All permanent employees, middle management and below role levels||Permanent employment|
|African, coloured and Indian (ACI)||2 250 share units|
|Non-ACIs||1 950 share units|
The salient features of the ESOP include:
- The 21.1 million shares will be held by the Ikageng Trust for the beneﬁt of participating employees
- No new entrants will be allowed participation on or after 1 October 2019
- On expiry date, participating employees may exercise their right to receive the cash value of the shares (tax remains applicable) or the actual shares (tax applicable)
- The trust is managed by six trustees (three elected, two independent and one appointed by the company)
- Computershare was appointed as the administrator of the scheme.
The trust deed also allows for fault and no-fault termination rules as managed by the trustees. Death or retirement are deemed to be no-fault terminations in terms of the rules with affected employees and their beneficiaries being entitled to a matured portion only.
Creating social value requires us to be a demonstrably transformed leader in the steel industry, one that acknowledges its role to ensure the long-term sustainability of the local steel sector and associated industries, and to create meaningful value for all stakeholders. To continue with our transformation journey, we are committed to:
- Providing meaningful opportunities for historically disadvantaged persons to enter and benefit from the South African steel industry, by acquiring a B-BBEE partner
- Furthering the objectives of B-BBEE legislation and the B-BBEE Codes of Good Practice by establishing an additional employee trust vehicle to broaden participation in the business.
In November shareholders approved Likamva Resources as our new B-BBEE partner. The structure of the new scheme is as follows:
- It will be implemented by a 22.1% (post-issue) notionally funded
issue of shares as follows:
- 17% Likamva Resources
- 5.1% ArcerlorMittal South Africa Employee Empowerment Share Trust.
ArcelorMittal Employee Empowerment Share Trust (Isabelo)
The ArcelorMittal Employee Empowerment Share Trust was registered earlier this year:
- The scheme has a 10-year term
- The scheme is a “bewind trust” managed by four elected trustees, two independent and one appointed by the company
- Participation in the scheme is offered to all permanent full-time employees of the company and its South African subsidiaries (including executives)
- First allocation date was 1 December 2016
- The first 50% of the total free trust units was an equal distribution to all beneficiaries, equivalent to 4 021 trust units per beneficiary, with the other 50% allocated according to role grade, favouring lower-level employees also on the first allocation date
- The trust will be subject to the requirement that a minimum of 60% of the economic benefits relating to shares held by the trust must accrue to black beneficiaries
- Fault and no-fault termination rules, similar to those of the Ikageng Trust, apply.
We do not have any ﬁixed-term contracts with executive directors or senior executives and there exists no restraint or special severance compensation payable to such employees. A period of restraint with standard non-compete and non-solicitation conditions is included as a generic clause in employment contracts.
The chief executive ofﬁicer’s period of notice for termination of employment was three months on either side while executive directors and senior executives were also required to give two months’ notice on either side, in line with the standard terms and conditions of employment, unless otherwise specified. In late 2016, however, RSEC approved a change to new-hire contracts:
- Chief executive officer and chief financial officer’s notice periods changed to six months
- Other executive committee members’ notice periods changed to three months
- Senior management’s termination period remains unchanged at two months.
Non-executive directors do not receive short-term or long-term incentives. They are appointed based on proposals submitted by the nominations committee to the board and shareholders for approval and their term of ofﬁice is three years. One-third of all directors retire at the annual general meeting but are eligible for re-election.
RSEC is responsible for setting the fees and determining the terms of service for the chairman and non-executive directors. The fees for non-executive directors are reviewed annually, informed by market best practice and the time commitment and responsibilities associated with each role. Non-executive directors receive an annual fee and a fee for attending board meetings while the chairman receives an annual fee that includes remuneration for attendance at all board and board committee meetings. Non-executive directors do not participate in any type of incentive scheme nor do they receive any medical and pension-related beneﬁits.
A resolution proposing an increase in non-executive directors’ fees was approved by shareholders on 25 May 2016. The committee has reviewed non-executive directors’ fees for 2017 and a proposal will be put to the board in May 2017.
Remuneration of executive directors and prescribed ofﬁicers
The following is a summary of the remuneration of executive directors, prescribed ofﬁicers and the highest paid senior employees (who are not directors) for services rendered to ArcelorMittal South Africa Ltd. This is a summary of directors remuneration, prescribed officers and the highest paid senior employees (who are not directors) for services rendered to ArcelorMittal South Africa Ltd.
|WA de Klerk||5||4 229 416||260 576||–||223 026||1 624 678||6 337 696||–|
|D Subramanian||6||2 198 790||192 462||123 480||97 198||2 375 874||4 987 804||1 043 781|
|PS O’Flaherty||7||354 865||41 878||–||–||1 198 932||1 595 675||6 758 452|
|Subtotal||6 783 071||494 916||123 480||320 224||5 199 484||12 921 175||7 802 232|
|Prescribed officers and highest paid employees|
|M Adam||2 846 049||236 225||234 313||447 434||1 818 797||5 582 818||4 559 876|
|HPR Orsoni||3 327 000||–||890 000||–||1 226 296||5 443 296||2 276 418|
|WA Nel||2 348 000||194 887||186 065||1 337 785||597 350||4 664 087||4 457 529|
|RH Torlage||2 203 192||186 776||212 947||974 856||1 259 142||4 836 913||3 476 216|
|TG Nkosi||8||1 068 495||96 463||170 246||–||1 372 482||2 707 686||4 042 926|
|W Venter||1 720 220||142 780||102 600||260 742||691 093||2 917 435||2 231 634|
|AM Ngapo||9||1 489 749||123 651||–||–||558 822||2 172 222|
|KS Kumar||10||1 280 843||–||52 629||–||377 806||1 711 278||2 572 680|
|R Bardien||11||335 488||27 846||–||–||7 007||370 341|
|Subtotal||16 619 037||1 008 628||1 848 800||3 020 818||7 908 795||30 406 076||23 617 279|
|Total||24 182 108||1 503 544||1 972 280||3 341 042||13 108 279||43 327 253||31 419 511|
|PM Makwana||1 323 972||–||15 073||1 339 045||1 273 095|
|DCG Murray||12||117 469||124 693||3 359||245 521||643 526|
|LP Mondi||280 003||56 959||–||336 962||330 397|
|NP Mnxasana||309 083||337 327||–||646 410||414 303|
|JRD Modise||309 083||365 998||6 829||681 910||575 955|
|NF Nicolau||280 003||155 134||7 814||442 951||131 130|
|PS O’Flaherty||7||105 157||58 293||–||163 450||–|
|LC Cele||13||309 083||121 632||913||431 628||–|
|NP Gosa||14||29 080||–||–||29 080|
|Total||3 062 933||1 220 036||33 988||4 316 957||3 368 406|
Directors’ remuneration is not paid to the non-executive directors in the employment of the ArcelorMittal group and have therefore not been disclosed in this note.
|1||Salary represents cash salary earned by directors and prescribed officers.|
|2||The short-term incentives relate to benefits for the December 2015 financial year, which were paid in April 2016.|
|3||Further detail on the equity incentives can be found under directors’ unexercised share options and LTIPs in the table that follows.|
|4||Other includes separation payments, leave encashment, business travel claims and allowance, settlement allowance, housing benefits, international mobility allowance, medical benefits, hardship allowance and sign-on incentives.|
|5||WA de Klerk was appointed CEO and executive director effective 1 July 2016.|
|6||D Subramanian was appointed acting CEO from 4 February 2016 to 30 June 2016 whereafter he assumed his role as chief financial officer.|
|7||PS O’Flaherty announced his resignation as chief executive officer effective 4 February 2016. It was proposed that he assumed a role as a non-executive director with effect from 1 March 2016. Subsequent to this appointment he resigned as non-executive director effective 1 August 2016.|
|8||TG Nkosi resigned as general manager: human resources, transformation and communications effective July 2016.|
|9||AM Ngapo appointed as chief marketing officer effective 1 July 2016.|
|10||KS Kumar resigned as chief marketing officer with effect from 30 July 2016.|
|11||R Bardien was appointed as general manager: human resources and transformation effective 1 November 2016.|
|12||DCG Murray retired as non-executive director effective 26 May 2016.|
|13||LC Cele was appointed as non-executive director effective 4 January 2016.|
|14||NP Gosa was appointed to represent Likamva Resources as non-executive director with effect from 1 December 2016.|
ArcelorMittal South Africa LTIPs and equity-settled share options
The following table reflects the status of unvested LTIPs held by executive directors and the highest paid senior employees at 31 December 2016:
|Names of executives||Award
at the end
of the year
end of the
|WA de Klerk||LTIP||10/10/2016||–||871 794||232 478||639 316||–||10.74||7 352 134|
|–||871 794||232 478||639 316||–||7 352 134|
|D Subramanian||LTIP||10/10/2016||–||474 923||126 646||348 277||10.74||4 005 186|
|–||474 923||126 646||348 277||4 005 186|
|WA Nel||LTIP||14/11/2013||94 096||–||–||–||94 096||40.47||–|
|27/05/2014||81 263||–||–||81 263||–||34.89||934 525|
|18/05/2015||104 733||104 733||–||18.73||1 204 430|
|10/10/2016||–||267 170||71 245||195 925||10.74||2 253 138|
|280 092||267 170||71 245||381 921||94 096||4 392 092|
|RH Torlage||LTIP||14/11/2013||21 304||–||–||–||21 304||40.47||–|
|27/05/2014||51 669||–||–||51 669||–||34.89||594 194|
|18/05/2015||99 887||99 887||–||18.73||1 148 701|
|10/10/2016||–||308 681||82 315||226 366||10.74||2 603 209|
|172 860||308 681||82 315||377 922||21 304||4 346 103|
|M Adam||LTIP||18/05/2015||147 387||147 387||–||18.73||1 694 951|
|10/10/2016||–||390 407||104 109||286 298||10.74||3 292 427|
|147 387||390 407||104 109||433 685||–||4 987 378|
|W Venter||LTIP||14/11/2013||12 770||–||–||–||12 770||40.47||–|
|27/05/2014||13 222||–||–||13 222||–||34.89||152 053|
|18/05/2015||20 255||–||–||20 255||–||18.73||232 933|
|10/10/2016||–||197 538||52 677||144 861||10.74||1 665 902|
|46 247||197 538||52 677||178 338||12 770||2 050 888|
Restricted stock unit (RSU)/performance stock unit (PSU) plans
The following table reflects the number of restricted and performance stock units allocated to executive directors, prescribed officers and the highest paid senior employees who belong to the ArcelorMittal group share-based payment scheme.
|Names of executives||Award
at the end
of the year
vested at the
end of the
|HPR Orsoni||RSU||29/03/2013||3 125||–||–||3 125||12.78||–|
|27/09/2013||3 125||–||–||3 125||13.82||–|
|17/12/2014||5 000||–||5 000||–||10.96||36 500|
|18/12/2015||5 000||5 000||3.83||36 500|
|PSU||29/03/2013||1 875||–||1 875||–||12.78||13 688|
|27/09/2013||3 125||–||3 125||–||13.82||22 813|
|17/12/2014||5 000||–||5 000||–||10.96||36 500|
|18/12/2015||5 000||–||5 000||–||3.83||36 500|
|30/06/2016||–||89 400||89 400||–||4.58||652 620|
|30/06/2016||–||17 880||17 880||–||4.39||130 524|
|31 250||107 280||132 280||6 250||965 644|