Annual integrated report 2018

Directors’ report Prescribed officers Due to the nature and structure of the group the directors have concluded that there are no prescribed officers of the company. Share-based payment expense per director Director 2018 R’000 2017 R’000 BL Berson 12 831 7 050 DE Cleasby 4 865 2 637 B Joffe 10 149 8 486 Total 27 845 18 173 For the year ended June 30 2018 no cash benefits arose from the CSP awards (2017: nil). Details of directors’ outstanding conditional share plan (CSP) The executive directors were awarded conditional share awards in terms of the 2016 Bidcorp CSP. These share awards do not carry voting rights attributable to ordinary shareholders. The fair value of services received in return for the conditional share awards has been determined by multiplying the number of conditional share awards expected to vest by the share price at the date of the award less discounted by anticipated future distribution flows. No CSPs vested or were forfeited in 2018. CSP awards (including CSP replacement awards) Director Balance at July 1 2017 CSP awarded Forfeited Exercised Closing balance June 30 2018 BL Berson 135 000 90 000 – – 225 000 DE Cleasby 50 500 35 000 – – 85 500 B Joffe 162 500 – – – 162 500 348 000 125 000 – – 473 000 Directors’ service contracts BL Berson and DE Cleasby Employment contracts have been concluded with Mr BL Berson and Mr DE Cleasby. Under the terms of the employment agreements, six months’ notice is required upon termination of employment or retirement. No other directors have fixed term contracts. Directors’ and officers’ disclosure of interest in contracts During the year no contracts were entered into in which directors and officers of the company had an interest and which significantly affected the business of the group. The directors had no interest in any third party or company responsible for managing any of the business activities of the group. Secretary During the year under review, and in compliance with paragraph 3.84(i) and (j) of the JSE Listings Requirements, the board evaluated Ms AK Biggs, the company secretary, and is satisfied that she is competent, suitably qualified and experienced. Furthermore, since she is not a director, nor is she related to or connected to any of the directors, thereby negating a potential conflict of interest, it was agreed that she maintains an arm’s length relationship with the board. The business and postal addresses of the secretary, which are also the registered addresses of the company, are 2nd Floor, North Wing, 90 Rivonia Road, Sandton, 2196 and Postnet Suite 136, Private Bag X9976, Sandton, 2146, respectively. Change in directorate Mr S Koseff, an independent non-executive director, assumed the role of chairman of the board on March 31 2018. Mr B Joffe remains on the board as a non-executive director. The board expresses its sincere appreciation to Mr Joffe for his services as chairman, particularly in leading the formation of Bidcorp, as well as its JSE listing on May 30 2016, which were critical development phases for the group. The board welcomes Mr Koseff to the role of chairman and looks forward to the benefits of his extensive business experience and acknowledged leadership record. 66 Bid Corporation Limited Annual integrated report 2018