Remuneration report

Part 1 – Background statement

Introduction

On behalf of the Board of directors and the Remuneration Committee, I am pleased to present the remuneration report ('the report') for 2024.

The Remuneration Committee aims to ensure that Datatec remunerates fairly, responsibly and transparently to promote the achievement of strategic objectives and positive outcomes in the short, medium and long terms (King IV Principle 14). Our Committee is focused on ensuring that the remuneration structures at Datatec drive value creation for our stakeholders, with a reward framework and value proposition for our executives which is in accordance with ethical corporate governance standards. We are satisfied that our policies are aligned with shareholder value creation.

Our performance and pay outcomes in FY24

The Group delivered a strong operational and financial performance in FY24 with Westcon International continuing its excellent performance and Logicalis International also recording a strong result. Logicalis Latin America faced difficult market conditions, especially in Argentina and Brazil, which adversely affected its performance in FY24 but has already undertaken a reshaping of its business model.

The main remuneration outcomes in FY24 are as follows with the detail set out in the Policy and Implementation sections of this report:

• Executives received a 6% increase in basic pay for FY24 having received no increase the previous year;
• Likewise, NED fees were increased by 6% after no increase in the two prior years;
• Short-term incentives ("STI") earned for FY24 were higher compared to FY23 primarily because underlying EPS exceeded the target;
• The Conditional Share Plan ("CSP") awards granted in May 2021 with a performance period that ended 29 February 2024 vested at 100%, because total shareholder return ("TSR") and uEPS growth target performance conditions were achieved;
• Overall long-term incentives ("LTI") for the Datatec executives was lower in FY24 than the previous year because of the Westcon EAP which crystallised in March 2023 with the payout for the Datatec executive directors included in FY23;
• Management incentive plans ("MIPS") were implemented for Logicalis International and Westcon International management teams.

Performance and pay targets for FY25

The main remuneration targets and outlook are summarised below with the detail set out in the Policy and Implementation sections of this report:

• No changes have been made to remuneration policy for FY25;
• Executives received a 3% increase in basic pay for FY25;
• Likewise, a 3% increase in NED fees for FY25 is proposed subject to shareholder approval at the AGM;
• STI – the structure of the FY25 STI plan is the same as FY24 and the weightings of the individual metrics are unchanged:
• LTI
  • CSP awards will be made in line with our policy – the absolute TSR performance condition will be the sole performance condition for the grant in June 2024.
  • Deferred bonus warrants ("DBW") grants of SARs will be made in June 2024 as co-investment with participants' acquisition of shares with part of their FY24 STI.

A MIP for Mason Advisory management was initiated early in FY25 and it is intended to put in place a new incentive plan for Logicalis Latin America management suitable for the local market.

Linking pay to our strategy

In August 2021, Datatec announced a comprehensive Strategic Review to consider options and initiatives to unlock and maximise shareholder value going forward. The Strategic Review aims to address the persistent gap between Datatec's valuation and the inherent value of its underlying assets while also ensuring that the Group is positioned to take full advantage of the positive market dynamics for its technology solutions and services. In parallel, the strategy of pursuing a combination of corporate and business actions aimed at enhancing the competitiveness and profitability of our subsidiaries and operating divisions in order to enhance value remains in place.

The Group's remuneration policy seeks to align remuneration to the achievement of the Group's strategic objectives.

	Aligning remuneration to our strategic objectives
	Strategic objective	Short-term incentive	Long-term incentive
	Value generation	Personal KPI for the executive directors' STI: reduce structural discount	The performance condition for the whole of the CSP vesting is absolute TSR. Furthermore, executive share ownership requirements and the additional two year holding period post vesting for DBP and DBW ensure shareholder alignment over the long term. FY23 and FY24 – DBW co-investment in the form of SARs only benefits participant if share price increases.
	Underlying earnings per share	Target for 35% of STI is budget uEPS	—
	Earnings before interest, taxation, depreciation and amortisation (“EBITDA”)	Target for 30% of STI is budget Group Adjusted EBITDA	—
	Other quantitative measures addressing current short-term priorities	Metrics addressing Westcon International, Logicalis International and Logicalis LATAM working capital.	—

The context in which the Committee has set STI and LTI targets for FY25 flows from the strategic imperatives of the Group.

The Committee believes the use of absolute TSR as a performance condition for CSP vesting will align remuneration with value creation for shareholders and hence decided to use this metric as the sole performance condition for CSP grants.

Motivating the drive to improve profitability remains of high importance. Therefore, the UEPS and EBITDA growth targets are key in the STI. The Committee has noted that the key metric used by investors for valuing businesses in our sector is EBITDA, and hence this metric links directly to the strategic goals.

The Remuneration Committee is satisfied that the remuneration policy has achieved its objectives in FY24 and we propose no changes to the policy for FY25. We believe the policy and implementation set out in this report achieve an equitable alignment of shareholder and management interests.

Johnson Njeke served on the Committee during FY24 and stepped down on 1 March 2024.

The Remuneration Committee's meetings during FY24 and to the date of this report (together with the attendance of the committee members) are shown in the table below:

		16 March 2023	17 May 2023	11 July 2023	18 October 2023	13 March 2024	22 May 2024
DS Sita		P	P	P	P	P	P
M Makanjee		P	P	P	P	P	P
LC Rapparini		P	P	P	P	P	P
SJ Davidson		P	P	P	P	P	A
MJN Njeke		P	P	P	P	—	—

P = present; A = absent
– = not a member at the time

I succeeded Stephen Davidson as Chair of the Remuneration Committee at the AGM on 27th July 2023.

The CEO and CFO may be invited to attend portions of meetings of the Remuneration Committee, but neither may take part in any decisions regarding their own remuneration.

The Remuneration Committee employs the services of specialist consultants in the field of executive remuneration to provide advice. The independent service providers used to value LTIs are: ShareForce, BDO and Deloitte. Benchmarking services are provided by Deloitte and Willis Towers Watson. The Committee is satisfied that the consultants have provided independent and objective advice and, while giving due consideration to any advice received, has made its decisions independently in accordance with its charter.

The Committee is assisted in its work by the Datatec Group Chief People Officer, Dina Knight.

The Committee reviews its performance annually by means of questionnaires completed by individual committee members which are then discussed at Committee and Board meetings. These appraisals enable the Committee to evaluate its effectiveness objectively and to conclude whether it is meeting its objectives as described in its charter. In FY24, Heidrick & Struggles undertook a Board effectiveness review for the Datatec Board and committees which brought an external perspective to the Committee's self-assessment.

Focus areas

The Committee intends to continue the consultation process with shareholders and discuss the continuing evolution of the remuneration policy which includes ESG and environmental metrics. The Committee will continue to focus its oversight on fair and responsible pay and work to ensure the implementation of pay gap reporting in line with Companies Act specifications once promulgated. Diversity, equity and inclusion remain key focus areas for the Committee along with talent management throughout the Datatec Group.

Shareholder engagement

We are very appreciative of the high levels of shareholder support given to our remuneration policy and implementation at the 2023 AGM. The outcomes of our annual shareholder engagement are summarised below.

At the AGM on 31 July 2024, you will be requested to endorse our remuneration policy and the implementation report. We will continue our engagements with shareholders and always value your constructive input. On behalf of the Remuneration Committee, I thank you for your continued support and feedback.

DS Sita
Chair, Remuneration Committee

May 2024

	Shareholder engagement
	The Remuneration Committee maintains a programme of shareholder consultation to ensure shareholders' views on remuneration are considered in the Group's remuneration policy and implementation practices.
	Voting outcomes
	The FY23 remuneration policy was put before shareholders for an advisory vote at the AGM on 27 July 2023 and received support from 93.7% of shares voted (2022: 95.6%). The FY23 remuneration implementation report was put before shareholders for an advisory vote at the AGM on 27 July 2023 and received support from 84.7% of shares voted (2022: 96.2%). If the remuneration policy or remuneration implementation is voted against by more than 25% of shareholders, a comprehensive consultation must be undertaken with shareholders in accordance with the King Code and the JSE Listings Requirements.
	Consultation during FY24
	In-person consultations were held with investment managers in December 2023 with Maya Makanjee, Chair of the Board and Deepa Sita, Chair of the Remuneration Committee.

	Discussion point	Shareholders' views	Actions taken
	Short-term incentives
	The Committee's intention is to introduce quantitative metrics for environmental impact into the remuneration structure now that the Group is well advanced on implementing such metrics in its Responsible Business work stream.	Shareholders agreed that the appropriate level for the environmental targets in variable remuneration is 10%.	The Committee has retained an ESG metric for 10% of STI FY24 and has evaluated the achievement of this KPI based on the achievement of the Responsible Business plans which have a clear timeline of achievements. For FY25 the Committee will retain the 10% ESG KPI for STI and look to align it to the quantifiable environmental targets of the Responsible Business work stream.
	Long-term incentives
	No changes were proposed to the LTIs.	Shareholders appreciate that TSR is the appropriate performance condition for the CSP in line with the goals of the strategic review. The two-year holding period applicable to the DBW is also appreciated.	The LTI grants for FY25 are planned to be under the same terms as FY24.
	Subsidiary management incentive plans ("MIPS")
	The MIPs introduced for Logicalis International and Westcon International management during FY24 were explained and discussed.	Shareholders appreciated the concept behind the new MIPs noting that management would buy in to the schemes at current valuations and would remain minority shareholders until Datatec realises the value of its investment.	Further information on the Logicalis International MIP and the Westcon International MIP are provided in this report. See below.
	Other matters discussed with shareholders
	Other topics of discussion with shareholders during the consultation process included the development of fair and responsible pay reporting and the South African Companies Act amendments currently under consideration and their potential impact on remuneration committees and reporting of remuneration. Shareholders and the Committee both value the consultation process which has been continuing for a number of years now and will continue with further engagement in the next financial year.

Part 2 – Remuneration policy

	Objectives of the policy
	The objectives of the remuneration policy are to:
	Set remuneration levels to attract and retain the best local and international talent who will enhance business performance	Recognise and reward superior performance when it occurs.	Direct employees' energies and activities towards key business goals and strategic outcomes.	Align employees' and shareholders' interests.	Align employees' remuneration with the goals of the Strategic Review.

To achieve this, Datatec rewards its executives and managers in a way that reflects market dynamics and the context in which it operates. Datatec is structured as a group that actively manages its principal divisions, Westcon International, Logicalis International and Logicalis Latin America. The remuneration policy applies throughout the Group but the details provided of individuals' remuneration are applicable to the Datatec executives. All elements of the remuneration policy are aligned to the strategic goals of the Group. For purposes of this report, a high-level overview of the remuneration elements and design principles informing remuneration arrangements for all employees is provided, with in-depth focus on Datatec executives.

	Key principles
	Key principles of the remuneration policy are to:
	Reward all employees suitably for their contribution to the Group's operating and financial performance.	Apply fair and responsible pay principles to all employees across the Group.	Promote a common interest with shareholders.	Consider the international ICT industry, market and country benchmarks to ensure the Group's remuneration is competitive in regions in which the Group operates, particularly the US, Brazil and the UK.	Ensure that a significant proportion of the remuneration of executive directors and senior managers is performance-based.	Balance the performance-based element of remuneration between the achievement of short-term and long‑term objectives.

These principles are enshrined in the three main elements of remuneration:

	Element of remuneration	Description and policy	Eligibility
	Guaranteed package	Base salary and benefits including retirement and medical scheme contributions.	All employees
	Short-term incentives (STIs)	Annual bonus plan with performance targets, subject to deferral as explained below.	Group executives participate in an annual STI plan as explained in detail below. Management of divisions participate in STI plans similar to the Group executives but based on divisional performance targets and personal performance targets. Non-management employees typically receive lower levels of STIs based more on personal targets rather than on corporate goals.
	Long-term incentives (LTIs)	Share-based remuneration plans with performance targets. Two share-settled Group plans are used, namely: CSP – a performance share plan; and DBW – a portion of the bonus is deferred and used to acquire shares and the Company contributes a co‑investment in the form of share appreciation rights. Both of these elements are forfeitable. A number of cash-settled share-based remuneration plans are operated in divisions. These are explained in further detail below. MIPs were introduced for senior management of Westcon International and Logicalis International in FY24. A MIP was introduced for the senior management of the Mason Advisory business in early FY25.	Datatec Group executives and management participate in the Datatec CSP. Executive directors and two other senior managers participate in the DBW. Senior management of Westcon International and Logicalis International participate in their divisional MIPs. The second tier of senior management in Westcon International and Logicalis International participate in SARs programmes. The senior management of Logicalis Latin America has a similar two-tier structure of LTI which is under review in FY25.

Base salary

The purpose of the base salary is to provide a fixed income to individuals, which is subject to annual review by the Remuneration Committee. In addition to this, executive directors and senior executives are entitled to various employment benefits, such as defined contribution pension, medical insurance, and death and disability insurance. These benefits are determined by the level of base salary received by the executive.

To ensure that the base salary levels for executives are fair and competitive, the Company conducts benchmarking exercises using databases of pay levels in comparator companies provided by third-party advisers. The comparator companies used are appropriate for the role being benchmarked. As an example, the role of a regional CEO in a subsidiary division is benchmarked against subsidiaries of international groups in that region, while divisional CEOs are benchmarked against international corporations.

During these benchmarking exercises, the median pay of the comparator group is used as a guide for determining the pay of the executive concerned. These exercises are typically conducted when executive roles change or new appointments are made and when internal corporate restructuring is undertaken. Routine annual benchmarking exercises are not normally carried out as the Remuneration Committee recognises the potential for driving salaries up that this could cause.

Short-term incentive

Structural overview:

Bonus formula	The STI is calculated in relation to base salary as follows: Base salary x On-Target STI percentage x [(personal score x personal weighting) + (corporate score x corporate weighting)]
On-target STI percentage	CEO: 175% CFO: 95% Potential outcomes for the STI in relation to base salary are illustrated in the scenario analysis.
Weightings between corporate and personal performance measures	The weighting between corporate and personal performance is reflective of the participants' seniority and the following weightings apply: Executive directors and some senior management: In FY24, the policy was to apply an 80% corporate and 20% personal weighting. This weighting will remain the same for FY25. For other senior management we use 50% corporate and 50% personal (with exceptions where appropriate as agreed by the Remuneration Committee).
Target setting	Each element of the bonus is based on the achievement of a target: if that target is reached the bonus element is described as "on-target". The Remuneration Committee establishes the target and a range around the target demarcated by guard-rails such that the bonus for each element is capped if the upper guard-rail is reached. Below the lower guard rail, zero bonus is earned and at the lower guard‑rail 40% of on-target bonus is earned. Between the guard-rails and the on-target position the bonus outcome is obtained by linear interpolation. The on-target bonus levels in relation to base salary are set out in the table below. STI as a percentage of base salary     On-target STI Maximum STI (cap)   CEO   175% 175% x 143% = 250%   CFO   95% 95% x 153% = 145%   Potential outcomes for the STI in relation to base salary are illustrated in the scenario analysis. The metrics used and bonus outcomes for FY24 are shown in the implementation report.
Delivery of the STI (applicable to executive directors and senior Group executives)	The STI is partly delivered in cash and partly delivered in shares which are deferred into the DBW plan with minimum mandatory deferral of 20% (for STI achievement above 50% of target) and a maximum permitted deferral of 50% of STI.

FY25 metrics:

The corporate financial goals constitute 80% of the total STI for FY24. These targets include underlying earnings per share and EBITDA (with the relative weighting amended as described above). Also included are cash management/working capital targets with separate metrics for Westcon International, Logicalis International and Logicalis Latin America which match the working capital metrics included in the STI of management of the three divisions.

FY25 STI structure

1) Underlying earnings per share			US cents	Bonus	Weighting
Lower guard-rail		(12)%		40%
On target		Budget		100%	35%
Upper guard-rail		12%		160%

 

2) Adjusted EBITDA			US$ million	Bonus	Weighting
Lower guard-rail		(14)%		40%
On target		Budget		100%	30%
Upper guard-rail		14%		160%

 

3a) Westcon working capital – net working capital days			Days	Bonus	Weighting
Lower guard-rail		10%		40%
On target		Target		100%	5%
Upper guard-rail		(10)%		160%

 

3b) Logicalis International working capital – operating cash conversion			US$ million	Bonus	Weighting
Lower guard-rail		(20)%		40%
On target		Target		100%	5%
Upper guard-rail		20%		160%

 

3c) Logicalis LATAM working capital – operating cash conversion			US$ million	Bonus	Weighting
Lower guard-rail		(20)%		40%
On target		Target		100%	5%
Upper guard-rail		20%		160%

4) Personal KPIs – CEO and CFO
ESG – predominantly E – environmental – 10%		20%
Reduce structural discount – 10%
Total on-target bonus		100%

The FY25 targets for underlying EPS, Adjusted EBITDA and working capital metrics based on budget are not shown as this is commercially sensitive information but will be fully disclosed next year in the Implementation section of the FY25 remuneration report.

The personal KPIs agreed by the Committee for the executive directors for FY25 are as follows:
ESG – predominantly E – environmental to be assessed by achievement against the Responsible Business development timeline planned achievements for FY25:

1. Datatec net-zero tracking: Report year-on-year improvements or carbon reduction figures in the annual and integrated report as required by Science-Based Targets Initiative ("SBTi").
2. UN Global Compact communication on progress: Publish the annual communication on progress report (CoP) demonstrating Datatec's commitment to sustainability in labour, human rights, the environment and anti-corruption.
3. Ecovadis: Improve the Datatec sustainability rating on Ecovadis, which evaluates the Group's environmental, social and ethical practices.
4. Task Force on Climate-Related Financial Disclosures ("TCFD") Report: Perform a quantitative analysis of the financial impacts of climate-related risks and opportunities on Datatec. The financial analysis will be a central pillar of future TCFD disclosures, enabling stakeholders to assess Datatec's climate-related resilience better.
5. EU Corporate Sustainability Reporting Directive ("CSRD") readiness: analyse and plan for the upcoming mandatory CSRD reporting requirements. This proactive approach will ensure Datatec is fully prepared to submit its first CSRD report in 2026, as mandated by the European Union.

Reduce structural discount – initiatives to achieve value generation during FY25 to which the Remuneration Committee will apply a quantitative assessment when evaluating the level of achievement.

Long-term incentives

Group plans – structural overview:

		Deferred bonus warrants	Conditional share plan
Instrument		The deferred STI is in the form of shares which will be held in escrow for the benefit of participants. The Company co-investment is awarded as share appreciation rights ("SARs"). The SARs will be awarded at market value using the same price applicable to purchase the deferred shares.	Conditional rights to shares subject to performance vesting conditions
Eligibility		Executive directors (CEO and CFO) and two senior Group executives, provided the minimum STI levels are achieved as indicated above	Executive directors, Group executives and staff
Allocation levels		The mandatory deferral percentage in the DBW (if the bonus exceeds 50% of target) is 20%. The maximum deferral percentage is 50%. The number of SARs to be awarded is based on an actuarial calculation of their value relative to the current share price.	The quantum of awards is based on annual base salary and the face value of awards which is the current Datatec share price (using a 30-day volume‑weighted average price) as follows: CEO – 150% x base salary; CFO – 120% x base salary; Datatec Group executives and staff – range from 100% to 50% of base salary.
Performance period		One year, aligned with the STI performance as explained above. Hence the performance period is the financial year ending prior to the grant date.	Three years (aligned with the vesting period)
Vesting period		Three years.
Accrual period for IFRS 2 purposes		Four years	Three years
Additional holding period.		A holding period of two additional years will follow the vesting period of three years for the share element. The SARs are subject to a four-year exercise period commencing on the vesting date and will be subject to a two-year holding period post vesting.
Performance conditions		No performance conditions apply, but performance is an entry qualification requirement. Further performance alignment via share price appreciation before the SARs will be exercisable.	Performance conditions apply to the grants. At the end of the three-year performance period the performance conditions are tested and if met, awards are share-settled, vesting on a sliding scale between 50% at threshold and 100% at the upper target.
Dividends		Dividends will accrue on the shares purchased by participants using their STI and these dividends must be taken in the form of shares (provided the Company offers a scrip alternative) while the shares are held in escrow to the end of the holding period. No dividends will accrue on the SARs during the exercise period.	No dividends accrue on the CSP awards during the three-year performance period.
Plan and individual limits		The DBW is non-dilutive to shareholders as it must be settled by purchasing shares on the market.	The maximum number of new shares which can be issued to participants to settle obligations under the CSP is 7.4 million shares. The maximum number of shares which can be delivered to any individual participant in the CSP was increased to 6.0 million shares in FY24.

		Deferred bonus warrants	Conditional share plan
Termination of employment provisions
Termination is at the Company's instigation and not for fault ("good leaver")		The executive will retain all the shares which he had deferred into the DBW and will retain a portion of the SARs which have been granted but not yet vested. The proportion will be determined pro rata, relative to the time of the vesting period which has elapsed up to the termination date. The terminated executive will continue to hold the reduced number of awards until the vesting date when they will vest along with the other grants in accordance with the rules of the scheme and be exercised within one year. SARs which have vested but not been exercised at the termination date must be exercised within one year thereof.	The executive will retain a portion of LTI share incentive awards which have been granted but not yet vested. The proportion will be determined pro rata, relative to the time of the vesting period which has elapsed up to the termination date. The terminated executive will continue to hold the reduced number of awards until the vesting date when they will vest in accordance with the rules of the scheme if the relevant performance conditions are satisfied.
Executive director resigns from the Company or is terminated for fault eg dismissal on grounds of misconduct, proven poor performance, dishonest or fraudulent conduct ("bad leaver")		All unvested (deferred shares and SARs) and vested but unexercised SARs are forfeited. In addition, such executives will be required to repay all dividends (pre-tax value) earned from the award date on the shares.	All unvested CSP awards are forfeited.

CSP performance condition for FY25:

The Committee intends to apply a single performance condition to the June 2024 (FY25) CSP grant, being the absolute TSR performance condition (the same performance condition as FY24) using the Group's weighted average cost of capital ("WACC") as the threshold:

Condition		Deferred bonus warrants
Performance period		From the FY24 results announcement day being 27th May 2024 until the day of the FY27 results announcement approximately three years later.
Threshold (50% vesting)		11.1% CAGR – the Group's WACC
Maximum (100% vesting)		13.1% CAGR – the WACC plus 2%

Linear vesting applies between threshold and target levels. Potential outcomes for LTI in relation to base salary are illustrated in the scenario analysis.

The Committee considers a single performance condition to be appropriate given the Group's strategic review which prioritises value creation/realisation as the overriding objective.

Divisional long-term incentives

The Group's divisions operate share-based incentive schemes to incentivise management to generate value in the divisional entities.

• Westcon International
  • Following the sale of Westcon Americas in 2017, Westcon International implemented an Equity Appreciation Plan ("EAP") for key senior management and a share appreciation rights ("SARs") scheme for the next tier of senior management. Both schemes commenced at the start of FY19 with a long stop crystallisation in March 2023 determined by the independent valuation of Westcon International at 28 February 2023. Datatec executive directors participated in the Westcon International EAP, under the terms of certain modifications, and the outcome of this scheme is covered in the Implementation section of this report on Remuneration implementation.
  • In FY24, Westcon International implemented a management incentive plan termed the Westcon International Long-Term Incentive Plan ("WILTIP") which is described below. In addition, a new SAR Scheme similar to the original SARs Scheme above was initiated for the next tier of senior management.
• Logicalis International
  • In FY24, Logicalis International implemented a management incentive plan termed the Logicalis International Long-Term Incentive Plan ("LILTIP") which is described on the right for the senior management team. The existing Logicalis International SAR Scheme for the next tier of senior management will continue.
• Logicalis Latin America
  • Logicalis LATAM operates a CSP for senior management and a SAR Scheme for the next tier of senior managers. The feasibility of introducing an incentive plan for management appropriate for the local market is currently being investigated.

The CSP and SARs schemes in the divisions are cash-settled and are based on the divisional entity's valuation/notional share price. Datatec shares are not used in the settlement of the subsidiary share schemes. These schemes are accounted for under IFRS 2. Details of the operation of the subsidiary division share schemes, including grants, exercises and lapses during FY24 and the prior year, are included in Note 2 to the consolidated annual financial statements.

Management incentive plans implemented in subsidiaries: Logicalis International Long-Term Incentive Plan and Westcon International Long-Term Incentive Plan

Logicalis International implemented the LILTIP on 3 March 2023 following a corporate restructuring. An intermediate holding company called Logicalis International Group Holdings Limited ("LIGHL") was inserted and is owned by Logicalis Group Limited ("LGL"). The Logicalis International senior management purchased 5.26% of the ordinary equity of LIGHL and LGL holds the remainder. A further 1.04% of the ordinary equity is available for purchase by management up to a total limit of 6.3%. A fixed return equity instrument (inter-company loan note) was issued to Logicalis Group Limited in addition to its ordinary equity.

Westcon International implemented the WILTIP on 1 September 2023 following a corporate restructuring. An intermediate holding company called Westcon International Group Holdings Limited ("WIGHL") was inserted and is owned by Westcon International Ltd ("WIL"). The Westcon International senior management purchased 5.0% of the ordinary equity of WIGHL and WIL holds the remaining 95%, with 1% earmarked for potential management participation in future. A fixed return equity instrument (inter‑company loan note) was also issued to WIL. Datatec continues to own a 92.1% shareholding in WIL with TD Synnex as the minority shareholder.

US$ million		LIGHL	WIGHL
Ordinary equity		50	118.5
Fixed return instrument		200	450
Total equity		250	568.5

The divisional management teams will only realise their investment at the same time as Datatec does through a value realisation event.

The executive directors of Datatec do not participate in these new divisional schemes.

Exceptional incentive awards

In addition to the three elements of remuneration noted above (base salary, and short-term and long-term incentives) the Remuneration Committee may, in highly exceptional circumstances, award bonuses to management for the successful execution of significant disposal transactions which generate exceptional value for shareholders. In such rare circumstances, the Committee would consult with shareholders in advance of making such awards.

Scenario analysis

The following tables show the minimum, threshold, on-target and maximum remuneration the executive directors can earn under the remuneration policy in the next financial year, FY25, compared to FY24. The actual remuneration earned in FY24 is shown in Part 3 of this report – Implementation.

Under the minimum scenario, the executives earn only their guaranteed package of base salary, benefits and Company pension contributions. All STI metrics are assumed to be below the lower guard-rail resulting in no STI payment and consequently no DBW deferral being possible. The CSP performance conditions are assumed to have not been met, resulting in no LTI value.

The threshold scenario includes the guaranteed package plus the minimum STI which would be earned if all STI metrics were triggered at the lower guard-rail threshold and 40% of on-target bonus was earned. It assumes that 20% of the bonus would be deferred into the DBW (despite investment in the DBW not being mandatory below the 50% bonus level) with the corporate co-investment applied. Under this scenario it is assumed that the CSP performance conditions are triggered three years after grant only at threshold level resulting in 50% vesting.

The on-target scenario assumes the achievement of STI targets and it assumes the mandatory minimum deferral of 20% of STI into the DBW with the corporate co-investment applied. In addition the CSP award is assumed to vest 75% (half-way between the threshold and maximum scenarios).

The maximum scenario assumes that all STI metrics are over-achieved above the upper guard-rail resulting in the maximum STI being earned (which is 143% of the on-target STI for the CEO and 153% of the on‑target STI for the CFO). This scenario also assumes the mandatory minimum deferral of 20% of STI into the DBW with the corporate co-investment applied. For the CSP, the assumption is that all performance conditions are met at target level resulting in 100% vesting of the conditional share awards (there is no "over-performance" provision in the CSP).

The mandatory minimum deferral of 20% of STI into the DBW is assumed in each scenario above (except the minimum scenario in which there is no STI). If the maximum deferral of 50% of STI were to be made into the DBW, the on-target scenario total for the CEO would increase by $687,000 to $6,482,000 and the on-target scenario total for the CFO would increase by $165,000 to $2,054,000.

It should be noted that the CSP and DBW components of the scenario analysis will only become available to the executives three and five years respectively after the financial year shown in the analysis. The LTI values shown in the above analysis are based on the share price at the date of grant and no discounting for the time value of money has been applied.

Shareholding guidelines

The Board has set out shareholding guidelines for executive directors whereby a shareholding with a market value of twice annual base salary should be held. The LTIs are intended to enable new executive directors to achieve this shareholding guideline over time. Both executive directors' shareholdings are compliant with this guidance at 29 February 2024 and at the date of this report.

Directors' service contracts

The employment contracts of executive directors are terminable at six months' notice by either party and contain contractual provisions for payment on termination covering the guaranteed package but no commitment relating to STI. The termination rules applicable to the LTIs are disclosed in the LTI section above.

All non-executive directors have letters of appointment with Datatec Limited. Under these contracts, non-executive directors retire in accordance with the Memorandum of Incorporation of the Company, which is at least every three years. Retiring directors may offer themselves for re-election.

Malus and clawback policy

The Board instituted a malus and clawback policy with effect from 1 March 2020 which was subsequently revised during FY23. The policy is based on a range of possible triggers as follows:

• Material restatement of the Company's financial results caused by material non-compliance with financial reporting requirements including fraud, wilful negligence and misrepresentation;
• Errors in the calculation of STI or LTI;
• Material failure of risk management;
• Action or conduct of a participant which, in the reasonable opinion of the Board, amounts to serious misconduct or gross negligence; and
• Fraud or action or conduct of a participant which, in the reasonable opinion of the Board, amounts to serious dishonesty or breach of trust.

As the restatement of annual financial statements is a published event, the first trigger of the malus and clawback policy is well‑defined and the process of clawing back STI and LTI which had been based on the annual financial statements before restatement will be transparent. Similarly, the calculation of STI and LTI is explained in this remuneration report annually so errors should be readily identified and would be transparently corrected under the policy.

The other triggers noted above account for eventualities other than those which cause a restatement of annual financial statements which could inflict reputational damage on the Company. The Committee believes it would be the Board's fiduciary responsibility to address such matters and incorporating them into the malus and clawback policy will facilitate appropriate measures to be taken in the event of the Company suffering reputational damage through the fault of executives.

Discretion

The remuneration policy set out in this Part 2 of the remuneration report sets out the methodology, metrics and principles which will be used to determine the remuneration of Datatec directors and executives. It is not intended that there should be any departure from the policy in FY25.

However, the Remuneration Committee notes that exceptional circumstances can arise which make it expedient for the Committee to retain the ability to exercise discretion in responding to exceptional situations. It also notes that the STI is discretionary and the Board may exercise its fiduciary duty to override the outcome of the financial and personal metrics in exceptional circumstances of malfeasance by an executive – see clawback and malus policy above.

If the Committee's exercising of discretion necessitates any departure from the policy, such an occurrence would be reported in future implementation reports. Any significant changes to the policy will be undertaken only after consultation with shareholders.

External appointments of executive directors

Subject to the approval of the Board, executive directors are permitted to hold a directorship in one non-Group listed company and to retain the fees payable from such an appointment.

Non-executive directors' remuneration

The fee structure for non-executive directors, including the Chairman, is recommended to the Remuneration Committee by executive management. It is periodically reviewed based on benchmarking studies prepared by external advisers using data from comparable companies and taking account of the international nature of the business.

An increase in non-executive directors' annual fees of 3% is proposed for FY25. The proposed increase will be put to shareholders for approval at the AGM on 31 July 2024. The fees for FY24 are set out in the implementation report below.

The Chair's fee covers her role on the Board and its Committees and attendance at subsidiary Board meetings and shareholder meetings as required. Other non-executive directors receive a fee for their Board role plus fees as members/chairs of individual committees.

The terms and conditions of appointment of non-executive directors are available on request from the Company Secretary. Non-executive directors are not eligible to participate in the annual bonus plan or any of the Datatec share incentive schemes.

Part 3 – Remuneration implementation

Basic pay adjustments

The basic pay for the executive directors increased by 6% for FY24 as disclosed and explained in the FY23 remuneration report.

For FY25, the Remuneration Committee has approved an increase of 3% in the basic pay for the executive directors, noting that this increase is in line with the minimum awarded to Datatec head office staff. The increase is in line with the US Consumer Prices Index ("CPI") rate of inflation during FY24 which was 3.2%

Datatec Group short-term incentives

The FY24 STI bonus structure comprised Company and individual performance targets. The outcome is set out in the tables on the following page.

The Committee assessed achievement against the personal KPI goals as follows:

For the CEO:

• ESG – during FY24, the Group expedited its Responsible Business programme to drive improvements particularly in the environmental and social aspects of ESG. The progress made is reflected in the Responsible Business section of the annual report – see Responsible Business overview. Notable achievements include:
  • ESG Materiality Assessment: A comprehensive assessment was conducted to identify ESG factors impacting our business to ensure our sustainability efforts address the issues that matter most to our stakeholders.
  • Science-Based Targets Initiative Validation: Datatec's science-based targets were validated by the SBTi, a significant step towards achieving net-zero emissions.
  • UN Global Compact Communication on Progress: Published the first CoP demonstrating Datatec's commitment to sustainability in labour, human rights, environment and anti-corruption.
  • Ecovadis: Improved Group-wide sustainability rating on Ecovadis, which evaluates the Group's environmental, social and ethical practices.
  • TCFD report: Published our inaugural TCFD report, outlining the Group's approach to managing climate-related risks and opportunities.

The Committee considered that the CEO's direction and close involvement in championing Responsible Business merits an achievement of 10% for this KPI (target 10%).

• Reduce structural discount – progress on the Strategic Review announced in August 2021 was assessed during FY24. Under this heading, the implementation of MIPs is noted. Confidentiality must necessarily be maintained in relation to other initiatives and the overall assessment of this category was determined to be 10% for this KPI (target 10%).

For the CFO:

• ESG – the CFO's role in ESG has been to support the CEO in leading the Responsible Business process and the Committee concluded an achievement of 10% for this KPI was merited (target 10%).
• Reduce structural discount – the Committee assessed that the CFO's input on the Strategic Review has been highly effective in support of the CEO and therefore the same achievement of 10% (target 10%) for this metric is merited.

FY24 bonus outcome

1) Underlying earnings per share			US cents	Bonus	Weighting	Outcome
Actual			20.2	158%
Lower guard-rail		-12%	15.9	40%	35.0%	55.3%
On target		Budget	18.1	100%
Upper guard-rail		14%	20.3	160%
2) Adjusted EBITDA			US$ million	Bonus	Weighting	Outcome
Lower guard-rail		-14%	168	40%
Actual			192	94%	30.0%	28.3%
On target		Budget	195	100%
Upper guard-rail		14%	222	160%
3a) Westcon International working capital – net working capital days			Days	Bonus	Weighting	Outcome
Lower guard-rail		10%	20	40%
On target		Target	18	100%	5.0%	8.0%
Upper guard-rail		-10%	16	160%
Actual			10.0	160%
3b) Logicalis International working capital – operating cash conversion			US$ million	Bonus	Weighting	Outcome
Lower guard-rail		-20%	42.8	40%
On target		Target	53.5	100%	5.0%	6.0%
Actual			57.3	121%
Upper guard-rail		20%	64.2	160%
3c) Logicalis LATAM working capital – operating cash conversion			US$ million	Bonus	Weighting	Outcome
Lower guard-rail		-20%	21.3	40%
On target		Target	26.6	100%	5.0%	8.0%
Upper guard-rail		20%	31.9	160%
Actual			49.3	160%
4) Personal KPIs – CEO and CFO					Weighting	Outcome
ESG				10%	20%	20%
Reduce structural discount				10%
Total on-target bonus					100%	126%

The achievement of the targets set out above translated into the following bonus payment for FY24. The executive directors are required to defer a mandatory minimum of 20% of their FY24 bonus into the DBW (the final STI disclosed below includes the mandatory deferral percentage). See section 'Deferred bonus warrants to be awarded during FY25' for details.

Executive director		Base salary (A)	On-target bonus rate (B)	Weighted corporate score (target 80%) (C)	Weighted personal score (target 20%) (D)	Final STI (A x B x (C + D))
Jens Montanana		1 272 000	175%	105.6%	20%	2 795 567
Ivan Dittrich		561 800	95%	105.6%	20%	670 270

The targets and outcomes of the annual bonuses of the executive directors for FY24, shown as a percentage of base salary and split by the bonus elements, are illustrated below.

The metrics for the executive directors' STI in FY25 are set out in Part 2 of this remuneration report.

Datatec Group long-term incentives awarded during FY24

Conditional Share Plan awarded during FY24

The annual grant of CSP awards was made on 1 June 2023 following approval by the Remuneration Committee. The awards will vest after three years subject to the Group meeting certain performance conditions set by the Remuneration Committee. One performance condition was applied to the FY24 award in line with the policy communicated in the FY23 remuneration report, namely:

	Performance condition		Threshold – 50% vesting	Maximum – 100% vesting
	The TSR growth will be calculated based on the Compound Annual Growth Rate ("CAGR") according to the following formula: CAGR(t0 , t) = ( V (t) V (t0) ) 1 –1 t – t0   Where: V(t0) is the average TSR index for the 30 trading days up to and including 23 May 2023, the date of the FY23 results announcement V(t) is the average TSR index for 30 trading days up to and including the date of the FY26 results announcement; t0 is the start date, i.e. commencement of the performance period: 23 May 2023; t is the test date, i.e. end of the performance period: the date of the FY26 results announcement; and The difference between the dates is expressed in terms of years		TSR must exceed the Company's weighted average cost of capital ("WACC") over the three-year performance period. At 28 February 2023, the WACC was 11.2% per annum which is 37.5% compounded over the three-year performance period.	TSR must equal or exceed the Company's WACC +2% over the three-year performance period. This is 13.7% per annum which is 45.1% compounded over the three-year performance period.
	Linear vesting applies between threshold and maximum levels.

Executive directors' CSP awards are as follows:

			Number of awards – movement in 2024				Fair value of awards
CSP	Grant date	28 February 2023	Granted	Vested	Lapsed	29 February 2024	On grant US$'000	On grant as % of base pay	On vesting US$'000	29 February 2024 US$'000	28 February 2023 US$'000
JP Montanana	1-Jun-20	1 256 488	—	(1 256 488)	—	—	1 086	95%	2 290	—	2 256
	1-Jun-21	834 034	—	—	—	834 034	1 094	91%		1 764	998
	1-Jun-22	713 605	—	—	—	713 605	1 261	105%		1 006	854
	1-Jun-23	—	1 008 933	—	—	1 008 933	1 908	150%		1 422	—
		2 804 127	1 008 933	(1 256 488)	—	2 556 572				4 192	4 108
IP Dittrich	1-Jun-20	443 518	—	(443 518)	—	—	383	76%	808	—	796
	1-Jun-21	294 692	—	—	—	294 692	387	73%		623	353
	1-Jun-22	252 142	—	—	—	252 142	446	84%		355	302
	1-Jun-23	—	356 490	—	—	356 490	674	120%		503	—
		990 352	356 490	(443 518)	—	903 324				1 481	1 451

The fair value of the CSP awards granted during FY24 at date of grant (1 June 2023) was R36.36 (FY23: R39.19) per award being the 30-day volume-weighted average share price on the day the Group's FY23 results announcement. The fair value at 29 February 2024 is based on the 30-day volume-weighted average share price on 29 February 2024, R40.56 (FY23: R33.07) multiplied by an estimate of the performance conditions being achieved. The 2020 awards vested in full in June 2023.

For the 2021 awards, the fair value at 29 February 2024 assumes that the awards will vest in full as the performance condition targets are expected to be achieved. For the 2022 and 2023 awards, the fair value assumes 67% vesting of the awards, i.e. that the performance condition targets will only be 67% achieved. The actual value of any benefit received by the directors from these CSPs will be reported in future remuneration reports when the awards vest.

Deferred bonus warrants awarded during FY24 based on FY23 STI outcomes

Executive directors deferred part of their FY23 bonuses under the terms of the DBW. The deferred part of the FY23 bonus was used to purchase Datatec shares "bonus shares" which will be held in escrow until vesting. In accordance with the Policy, an equal co-investment from the Company was applied to the deferred bonus amount in the form of a grant of SARs whose expected value based on an actuarial calculation is equal to the STI deferred. The number of SARs awarded was determined by the Remuneration Committee based on an estimate of the fair value of the SARs at the date of grant in relation to the market value of a Datatec share.

Bonus shares purchased and the SARs granted in terms of the DBW plan are subject to an employment condition and only vest with the participant if they remain in employment with the Company for approximately three years to the vesting date on 30th June 2026. In addition, there is a two-year, post vesting holding period which applies to the bonus shares and any shares arising from exercise of the SARs within two years of vesting.

		FY24 grant date	Amount of bonus deferred		Bonus shares purchased US$'000	SARs granted US$'000	Fair value of awards on grant
DBW			%	US$'000
JP Montanana		1-Jun-23	29.4%	473	473	473	946
IP Dittrich		1-Jun-23	22.1%	85	85	85	170

		FY23 grant date	Amount of bonus deferred		Bonus shares purchased US$'000	SARs granted US$'000	Fair value of awards on grant
DBW			%	US$'000
JP Montanana		15-Aug-22	24.2%	624	624	624	1 248
IP Dittrich		15-Aug-22	20.0%	124	124	124	248

The number of shares to be purchased was calculated based on the Rand value of bonus deferred divided by R36.36 (FY23: R39.19) being the 30-day volume-weighted average share price on 23 May 2023, the date of the Group's FY23 results announcement. The bonus shares granted in terms of the DBW plan are subject to an employment condition and only vest with the participant if they remain in employment with the Company for approximately three years to the vesting date on 30th June 2026 during which time they are held in escrow accounts for each participant. These bonus shares are included in the directors' shareholdings shown in Note 30 to the financial statements.

Under the Rules of the DBW, dividends paid on the bonus shares during the vesting period must be taken as scrip distributions (if the Company provides a scrip alternative). The value of the scrip distribution received by the directors who are participants in the DBW during FY24 are as follows:

Dividends on DBW bonus shares		FY24 US$'000	FY23 US$'000
JP Montanana		63	184
IP Dittrich		12	36

SARs in respect of Datatec ordinary shares were granted in terms of the DBW plan on 1 June 2023 with a grant price of R36.36 (FY23: R27.75) per SAR being the 30-day volume-weighted average share price on 23 May 2023, the date of the Group's FY23 results announcement. The SARs granted to the directors were as follows:

				Number of awards - movement in 2024				Fair value of awards
DBW SARs	Grant date	Grant price ZAR	28 February 2023	Granted	Vested	Lapsed	29 February 2024	On grant US$'000	29 February 2024 US$'000	28 February 2023 US$'000
JP Montanana	15-Aug-22	27.75	1 411 860	—	—	—	1 411 860	624	943	408
	1-Jun-23	36.36	—	1 000 000	—	—	1 000 000	822	668	—
			1 411 860	1 000 000	—	—	2 411 860	1 446	1 611	408
IP Dittrich	15-Aug-22	27.75	279 701	—	—	—	279 701	124	187	81
	1-Jun-23	36.36	—	180 212	—	—	180 212	148	120	—
			279 701	180 212	—	—	459 913	272	307	81

Deferred bonus warrants to be awarded during FY25 based on the FY24 STI outcomes

Executive directors have deferred part of their FY24 bonuses under the terms of the DBW. In accordance with the policy, an equal co-investment from the Company will be applied to the deferred bonus amount in the form of a grant of SARs whose expected value based on an actuarial calculation is equal to the STI deferred.

		Amount of bonus deferred			Bonus shares purchased US$'000	SARs granted US$'000	Fair value of awards on grant
DBW		FY24 grant date (expected)	%	US$'000 US$'000
JP Montanana		1-Jun-24	36.0 %	1 006	1 006	1 006	2 012
IP Dittrich		1-Jun-24	20.0 %	134	134	134	268

The table above shows the monetary amount of the FY24 STI deferral to be used to purchase Datatec shares and Company co-investment in a grant of SARs made in June 2024. The fair value of the awards on grant includes both the shares purchased by directors with part of their FY24 bonus and the Company co-investment in the form of a grant of SARs.

Deferred bonus plan

The deferred bonus plan ("DBP") was discontinued in FY22 after executive directors deferred part of their FY21 bonuses under the terms of the DBP in June 2021. In accordance with the Policy, a co-investment equal to the amount of deferred bonus was provided by the Company and the total amount was applied to purchase Datatec shares in accordance with the policy.

Executive directors' holdings in the DBP are shown in the table below:

 

DBP	Bonus year	Grant date		Amount of bonus deferred	Company co‑investment	Total invested in Shares	Total number of shares purchased	Fair value of awards on grant	Fair value of awards at 29 February 2024	Fair value of awards at 28 February 2023
			%	US$'000	US$'000	US$'000		US$'000	US$'000	US$'000
JP Montanana	FY20	Jun 20	37.7 %	300	300	600	432 353	600	n/a	776
	FY21	Jun 21	37.9 %	1 039	1 039	2 078	987 024	2 078	2 078	1 772
Forfeitable total at 29 February 2024							987 024	2 078	2 078	1 772
IP Dittrich	FY20	Jun 20	25.0 %	48	48	96	69 317	96	n/a	124
	FY21	Jun 21	33.3 %	225	225	450	213 778	450	452	384
Forfeitable total at 29 February 2024							213 778	450	452	384
							1 200 802	2 528	2 539	2 156

All the DBP shares are forfeitable if the director resigns from Datatec during the three-year vesting period. The fair value of these awards at date of grant was the share price at which the DBP shares were purchased on the dates shown in the table. The fair value as at 29 February 2024 is R40.56 (FY23: R33.07) being the 30-day volume‑weighted average share price on 29 February 2024.

During FY24 the DBP awards from June 2020 vested at the end of the three-year employment period. These awards are not included in the fair value total at 29 February 2024 because they no longer form part of the DBP.

The forfeitable DBP shares above are included in the directors' shareholdings as at 29 February 2024 disclosed in Note 30 to the financial statements.

The value of dividends directors received in FY24 on DBP shares while they were in the vesting period was:

Dividends		FY24 US$'000	FY23 US$'000
JP Montanana		99	1 014
IP Dittrich		21	202

Dividends received on DBP shares while they are in the vesting period would be repayable to the Company if the shares to which the dividends relate are forfeit prior to vesting due to breach of the employment condition.

Directors' interests in Westcon International EAP (awarded during FY19)

Datatec executive directors received one-off awards under the Westcon International EAP in FY19 by virtue of their leadership roles as CEO and CFO of Westcon International (in addition to their Datatec roles). The Westcon International EAP was explained in detail in previous remuneration reports which also covered the following amendments applicable to the participation of the Datatec executives:

• The annual grant of Datatec CSP conditional shares was reduced by an "equivalence" factor to avoid double participation in relation to reward opportunities over the five‑year life of the WI-EAP.
• an adjustment of 10% carried interest (CAGR) was added to the hurdle. This annually increasing threshold was used for the equivalence factor calculation above.
• a financial cap on the benefit received based on the pay-out which would be achieved if the Westcon International business is valued at $400 million. The level of the cap was: CEO: $6.6 million; and CFO $3.3 million.

The Westcon International EAP crystallised in early FY24 based on the valuation of the Westcon International business at 1 March 2023 of $488.44 million. This resulted in the Datatec executives being paid out at the capped amount.

Westcon EAP		Grant date (FY19)	Number of awards	Fair value of awards on grant US$'000	Grant fair value as a % of base pay	Fair value of awards at 29 February 2024 US$'000	Fair value of awards at 28 February 2023*
							Pre-cap US$'000	Capped US$'000
JP Montanana		14-Mar-18	30 000	—	— %	—	8 614	6 600
IP Dittrich		14-Mar-18	15 000	—	— %	—	4 307	3 300

The vesting of the Westcon International EAP was accounted for in the LTI remuneration of the participants in FY23.

Dilution attributable to Datatec Group share incentive plans

In practice, the Company has not issued new shares in settlement of share schemes in the recent past and has no intention to do so in the near future. Instead shares for settlement of share schemes are purchased in the market.

If new shares were to be issued to settle expected vesting of outstanding CSP awards, the dilution arising would be 2.38% (FY23: 2.88%). The DBP does not give rise to any dilution effect because forfeitable shares were granted to participants at the start of the holding period and settled using shares purchased in the market. However, the forfeitable shares are treated as treasury shares until vesting. The DBW does not give rise to any dilution effect because forfeitable shares are granted to participants at the start of the holding period using shares purchased in the market and the SARs co-investment, when ultimately exercised, will also use shares purchased in the market at the time.

None of the divisional share-based remuneration plans has any dilution effect as they are not settled with Datatec shares.

Shareholding guidelines

Both executive directors are compliant with the shareholding guidelines set out in the Policy section at the date of this report.

Single-figure remuneration of executive directors

During FY24, non-executive directors received the following fees:

		CEO		CFO
Component		FY24 US$'000	FY23 US$'000	FY24 US$'000	FY23 US$'000
LTI	CSP	1 764	2 256	623	797
	WI EAP	—	6 600	—	3 300
Total LTI		1 764	8 856	623	4 097
STI	Cash	1 790	1 136	536	300
	Deferred	1 006	473	134	85
Total STI		2 796	1 609	670	385
Pension		214	214	84	84
Benefits		50	49	39	50
Base salary		1 272	1 200	562	530
Guarantee package		1 536	1 463	685	664
		6 096	11 928	1 978	5 146

LTI
CSP
The remuneration from the CSP shown for FY24 is the fair value of the award expected to vest because the performance conditions for the June 2021 CSP grant are expected to be met. Fair value is calculated using the 30-day vwap of Datatec shares as at 28 February in each year.

DBW
The value of the SARs granted by the Company in respect of FY24 and FY23 bonuses deferred by the directors is not included in the single figure remuneration table. The intrinsic value of these SARs will be reported in the single figure remuneration table for the financial year preceding their vesting.

Westcon International EAP
The value of the payment that was due to the executive directors in FY24 from the crystallisation of the Westcon EAP based on the valuation of Westcon at 28 February 2023 is included in their FY23 LTI in the single figure remuneration table.

STI
The STI shown above is split between the element deferred into the DBW and the element paid in cash after publication of the Group results.

Non-executive directors' remuneration

During FY24, non-executive directors received the following fees:

Role		FY24 fee US$	FY24 fee US$
Chair of the Board (total fee inclusive of all committee and subsidiary Board work)		224 338	211 640
Non-executive director		70 872	66 860
Chair of the Audit, Risk and Compliance Committee		35 425	33 420
Member of the Audit, Risk and Compliance Committee		17 713	16 710
Chair of the Social and Ethics Committee		11 808	11 140
Member of the Social and Ethics Committee		5 904	5 570
Chair of the Remuneration Committee		17 713	16 710
Member of the Remuneration Committee		8 862	8 360
Member of the Nominations Committee		5 904	5 570
Chair of Datatec Technology and Education Foundation		13 356	12 600

These fees were approved by shareholders at the AGM on 27 July 2023. An increase of 3% is proposed for FY25 (the year ending 28 February 2025) and the proposed fees for FY25 will be submitted to the 2024 AGM for shareholder approval.

Non-executive directors are reimbursed for travel costs necessary for attending Board meetings and do not receive any employment benefits.

Summary of directors' remuneration

The remuneration of directors serving on the Board in FY24 and FY23 is shown in the following tables:

		2024
		Guaranteed package				STI US$'000	LTI US$'000	Total US$'000
		Basic salary US$'000	Pension US$'000	Other  benefits* US$'000	Fees US$'000
Executive directors
JP Montanana		1 272	214	50	—	2 796	1 764	6 096
IP Dittrich		562	84	39	—	670	623	1 978
Total executive directors		1 834	298	89	—	3 466	2 387	8 074
Non-executive directors
SJ Davidson		—	—	—	101	—	—	101
S Everaet (appointed 3 October 2023)		—	—	—	30	—	—	30
M Makanjee		—	—	—	238	—	—	238
JF McCartney (retired 27 July 2023)		—	—	—	32	—	—	32
CRK Medlock		—	—	—	89	—	—	89
MJN Njeke		—	—	—	121	—	—	121
LC Rapparini**		—	—	—	194	—	—	194
DS Sita		—	—	—	103	—	—	103
Total non-executive directors		—	—	—	908	—	—	908
Total directors' emoluments		1 834	298	89	908	3 466	2 387	8 982
** Note - L C Rapparini's fees include:
Datatec NED fees					80
Logicalis LATAM ARCC Chair and Committee fees					114
					194

 

		2023
		Guaranteed package				STI US$'000	LTI*** US$'000	Total US$'000
		Basic salary US$'000	Pension US$'000	Other benefits* US$'000	Fees US$'000
Executive directors
JP Montanana		1 200	214	49	—	1 609	8 856	11 928
IP Dittrich		530	84	50	—	385	4 097	5 146
Total executive directors		1 730	298	99	—	1 994	12 953	17 074
Non-executive directors
SJ Davidson		—	—	—	100	—	—	100
M Makanjee		—	—	—	224	—	—	224
JF McCartney		—	—	—	72	—	—	72
CRK Medlock		—	—	—	84	—	—	84
MJN Njeke		—	—	—	114	—	—	114
LC Rapparini (appointed 1 September 2022)**		—	—	—	138	—	—	138
E Singh-Bushell (resigned 27 July 2022)		—	—	—	45	—	—	45
DS Sita (appointed 1 March 2022)		—	—	—	86	—	—	86
Total non-executive directors		—	—	—	863	—	—	863
Total directors' emoluments		1 730	298	99	863	1 994	12 953	17 937
*Other benefits include private medical insurance, permanent health insurance, life assurance and fuel for private vehicle.
** Note - L C Rapparini's fees include:
Datatec NED fees from appointment on 1 September 2022					36
Logicalis LATAM ARCC Chair and Committee fees throughout FY23					102
***The Westcon International Equity Appreciation Plan was settled in July 2024 and is included in the LTI disclosures of the directors in 2023.

Note: the non-executive directors' fees shown above exclude VAT.