33. RELATED-PARTY TRANSACTIONS
Sibanye-Stillwater entered into related-party transactions with Rand Refinery, and its subsidiaries during the year as detailed below. The transactions with these related parties are generally conducted with terms comparable to transactions with third parties, however in certain circumstances such as related-party loans, the transactions were not at arm’s length.
RAND REFINERY
Rand Refinery, in which Sibanye-Stillwater holds a 33.1% interest, has an agreement with the Group whereby it refines all the Group’s gold production. No dividends were received during the years ended 31 December 2017, 2016 and 2015. For the year ended 31 December 2017, the group paid refining fees to Rand Refinery and received interest.
The table below details the transactions and balances between the Group and its related-parties:
|
Figures in million - SA rand |
|
Notes |
2017 | 2016 | 2015 |
|
Rand Refinery |
|
|
|
|
|
|
Refining fees paid |
|
|
(32.5) |
(44.4) |
(30.8) |
|
Interest income |
|
15.1 | 1.5 | 40.2 |
37.3 |
|
Loan receivable |
|
15.1 |
- |
403.9 |
363.7 |
KEY MANAGEMENT REMUNERATION
The executive directors and prescribed officers were paid the following remuneration during the year:
|
Figures in thousands - SA rand |
Salary1 |
Cash bonus accrued for the period ended |
Shares proceeds and Dividends payments |
Pension scheme total contributions |
Expense allowance |
For the period ended 31 Dec 2017 |
For the period ended 31 Dec 2016 |
|
Executive directors |
|
|
|
|
|
|
|
|
Neal Froneman |
10,265 |
15,158 |
25,956 |
1,103 |
174 |
52,656 |
104,727 |
|
Charl Keyter |
5,518 |
7,775 |
9,354 |
758 |
35 |
23,440 |
26,299 |
|
Prescribed officers |
|
|
|
|
|
|
|
|
Chris Bateman2 |
4,506 |
2,615 |
- |
148 |
- |
7,269 |
- |
|
Hartley Dikgale |
3,886 |
2,176 |
5,448 |
258 |
- |
11,768 |
10,849 |
|
Dawie Mostert |
3,683 |
2,577 |
5,289 |
495 |
- |
12,044 |
11,711 |
|
Themba Nkosi |
3,535 |
2,372 |
686 |
276 |
- |
6,869 |
2,951 |
|
Wayne Robinson |
4,381 |
2,328 |
2,211 |
348 |
- |
9,268 |
6,180 |
|
Richard Stewart |
3,808 |
4,925 |
2,141 |
414 |
- |
11,288 |
5,331 |
|
Robert van Niekerk |
4,547 |
4,492 |
7,896 |
489 |
- |
17,424 |
21,725 |
|
John Wallington3 |
1,772 |
1,309 |
459 |
313 |
- |
3,853 |
4,948 |
|
Total |
45,901 |
45,727 |
59,440 |
4,602 |
209 |
155,879 |
194,721 |
1Salary may differ from that presented in the Integrated Annual Report 2017 as the salary presented above includes expenditure reimbursements.
2Appointed as a prescribed officer on 1 July 2017. Total remuneration of US$0.54 million was converted at the average exchange rate of R13.41/US$ for the six months ended 31 December 2017.
3Resigned as prescribed officer 30 June 2017.
The non-executive directors were paid the following fees during the year:
|
Figures in thousands - SA rand |
|
|
Directors fees |
Committee fees |
Expense allowance |
2017 | 2016 |
|
Chris Chadwick1 |
|
|
345 |
97 |
- |
442 |
1,099 |
|
Robert Chan2 |
|
|
718 |
203 |
277 |
1,198 |
1,369 |
|
Tim Cumming |
|
|
908 |
459 |
61 |
1,428 |
1,337 |
|
Barry Davison |
|
|
908 |
587 |
60 |
1,555 |
1,411 |
|
Savannah Danson3 |
|
|
544 |
201 |
- |
745 |
- |
|
Rick Menell |
|
|
908 |
681 |
21 |
1,610 |
1,602 |
|
Sello Moloko |
|
|
1,717 |
- |
8 |
1,725 |
1,621 |
|
Nkosemntu Nika |
|
|
874 |
411 |
- |
1,285 |
1,260 |
|
Keith Rayner |
|
|
908 |
637 |
- |
1,545 |
1,530 |
|
Sue van der Merwe |
|
|
908 |
315 |
- |
1,223 |
1,139 |
|
Jerry Vilakazi |
|
|
897 |
327 |
- |
1,224 |
1,169 |
|
Jiyu Yuan2 |
|
|
718 |
101 |
- |
819 |
978 |
|
Total |
|
|
10,353 |
4,019 |
427 |
14,799 |
14,515 |
1Resigned 23 May 2017
2Resigned on 18 September 2017
3Appointed on 23 May 2017
The directors’ and prescribed officers’ share ownership at 31 December 2017 was:
|
|
|
Number of shares |
% |
||
|
|
|
2017 | 2016 | 2017 | 2016 |
|
Executive directors |
|
|
|
|
|
|
Neal Froneman1 |
|
3,342,087 |
804,402 |
0.15 |
0.09 |
|
Charl Keyter2 |
|
1,212,745 |
469,954 |
0.06 |
0.05 |
|
Non-executive directors |
|
|
|
|
|
|
Tim Cumming3 |
|
102 |
100 |
- |
- |
|
Barry Davison3 |
|
1,507,414 |
500,000 |
0.07 |
0.05 |
|
Rick Menell3 |
|
104,448 |
44,800 |
- |
- |
|
Sello Moloko3 |
|
107,245 |
46,000 |
- |
- |
|
Keith Rayner3 |
|
66,339 |
45,000 |
- |
- |
|
Sue van der Merwe3 |
|
988 |
424 |
- |
- |
|
Total share ownership by directors |
|
6,341,368 |
1,910,680 |
|
|
|
Prescribed officers |
|
|
|
|
|
|
Chris Bateman4 |
|
- |
- |
- |
- |
|
Hartley Dikgale5 |
|
292,785 |
175,215 |
0.01 |
0.02 |
|
Themba Nkosi3 |
|
18,370 |
367 |
- |
- |
|
Wayne Robinson6 |
|
346 |
- |
- |
- |
|
Richard Stewart7 |
|
102,971 |
12,854 |
- |
- |
|
Robert van Niekerk8 |
|
176,266 |
- |
0.01 |
- |
|
Total |
|
6,932,106 |
2,099,116 |
|
|
1Share ownership at the date of this report is 4,125,184 ordinary shares.
2Share ownership at the date of this report is 1,385,352 ordinary shares.
3Share ownership at the date of this report is unchanged.
4Share ownership at the date of this report is 12,722 ADRs.
5Share ownership at the date of this report is 367,168 ordinary shares.
6Share ownership at the date of this report is 101,997 ordinary shares.
7Share ownership at the date of this report is 187,412 ordinary shares.
8Share ownership at the date of this report is 302,251 ordinary shares.
None of the directors’ immediate families or associates held any direct shareholding in Sibanye-Stillwater’s issued share capital.