Lewis Group Ltd [logo]

notes to the annual financial statements
for the year ended 31 March 2007


      group  
      2007   2006  
      Rm   Rm  
17. Directors and employees          
  17.1 Employment costs          
    Salaries, wages, commissions and bonuses   449.3   398.3  
    Retirement benefit costs   28.2   35.9  
    Other employment costs   4.1   5.7  
        481.6   439.9  
  17.2 Share-based payments          
   

As the fair value of the services received cannot be measured reliably, the services have been valued by reference to the fair value of shares and options granted. The fair value of such options and shares is measured at the grant date using the Black-Scholes model.

In terms of IFRS 2, share-based payments are required to be expensed over the vesting period. Any accelerated vesting of the awards and options requires immediate recognition of the unrecognised portion.

In the prior year, the former ultimate holding company GUS plc indirectly sold its controlling interest in the Lewis Group. This sale resulted in a change in control and in terms of the scheme rules, the awards and options issued at date of listing vested immediately.

         
    Value of services provided:          
    In respect of share awards and options granted subsequent to date of listing (refer note 17.3)   4.0   0.3  
    Charge relating to grants made at date of listing     58.4  
    Total share-based payment   4.0   58.7  
        R   R  
    Significant assumptions used were:          
         Weighted average share price   46.59   41.64  
         Weighted average exercise price (for options only)   n/a   41.60  
         Weighted average expected volatility   38.3%   28.0%  
         Weighted average expected dividend yield   4.9%   3.6%  
        Weighted average risk-free rate (bond yield curve at date of grant)   8.6%   7.9%  
   

The volatilities for the options granted after the date of the listing were based on the volatility of Lewis’ share price from the date of listing to the date of granting the share awards and options. The expected volatility for the share awards and options granted at the date of listing was based on a weighted average of the volatilities of similar listed entities.

         
  17.3 Share incentive schemes          
   

The employee share incentive schemes are in operation for employees, executives and directors holding salaried employment office. The aggregate number of shares which may be utilised for these schemes shall not exceed 10% of the issued share capital of the company.

In the prior year, the GUS group made available 4% of its shareholding for no consideration in order to meet the commitment of the share incentive schemes to deliver to the participants as a result of the immediate vesting of the share awards and options as a consequence of the disposal of their controlling interest.

         
    Lewis All Employee Share Scheme   No. of shares and options  
   

Employees receive their share awards granted at date of listing if they have been in continued employment with the group until the vesting date. Share awards vest between two and four years after grant date. In terms of the scheme rules, the share awards and options vest immediately, should there be a change in control.

         
    Beginning of year     1 101 254  
    Granted     1 888  
    Forfeited     (51 825)  
    Vested     (1 051 317)  
    End of year      
    Lewis Executive IPO Restricted Share Scheme          
   

Executives receive their share awards granted at date of listing if they have been in continued employment with the group until the vesting date. Share awards vest between three and five years after grant date. In terms of the scheme rules, the share awards and options vest immediately, should there be a change in control.

         
    Beginning of year     1 326 448  
    Granted     5 714  
    Forfeited     (32 702)  
    Vested     (1 299 460)  
    End of year      
    Lewis Executive Share Option Scheme          
   

Share options are granted to selected executives. The exercise price of the options is the average market price for the last three days, including the date of the grant or, in respect of options granted at date of listing, the listing price of the group’s shares. Options vest between three and five years and must be exercised within 10 years after being granted. In terms of the scheme’s rules, the options vest immediately, should there be a change in control.

         
    Beginning of year   841 271   807 829  
    Granted     188 276  
    Forfeited   (89 432)   (71 123)  
    Vested and exercised by payment of consideration   (89 423)   (83 711)  
    End of year   662 416   841 271  
        R   R  
    Average exercise price of outstanding options   28.00   30.89  
    Lewis Executive Performance Scheme          
   

In terms of the scheme, senior executives have been offered the right to acquire shares of the group for no consideration subject to the achievement of performance targets. The shares will vest after three years and is conditional upon the executive still being in the employ of the company other than in the event of death, ill health, retirement or retrenchment.

The performance targets are set by the Remuneration and Nomination Committee and are approved by the Board. These targets will be set at the beginning of each of the three years and a proportionate number of the shares granted will be allocated to each year.

No performance shares will accrue if the group achieves less than 90% of target. Any achievement between 90% and 100% of target will result in a proportionate accrual of shares weighted towards 100% of target.

         
      No. of shares and options  
    Beginning of year      
    Granted   205 400    
    Forfeited   (19 761)    
    Vested      
    End of year   185 639    
    Lewis Co-investment Scheme          
   

Senior executives are eligible for an annual bonus based on achievement of performance targets. These eligible executives can elect to invest all or part of their net bonus in the group’s shares (“invested shares”).

These shares are deferred for three years and matching shares equal to the before tax bonus are awarded for no consideration at the end of the period. The matching share award will lapse, should the executive terminate his or her employment before the completion of the three-year period other than in the event of death, ill health, retirement or retrenchment.

         
    The grant in respect of the matching share option is as follows:          
    Beginning of year      
    Granted   111 329    
    Forfeited   (14 672)    
    Vested   (7 335)    
    End of year   89 322    
   

Invested shares paid for through the investment of executives’ net bonuses amounted to 53 592 shares. These shares are held by the Trust on the executives’ behalf.

         
  17.4 Directors’ emoluments   R   R  
    Non-executive directors          
    Fees as directors          
       D M Nurek   440 000   225 000  
       H Saven   310 000   215 000  
       B van der Ross   230 000   130 000  
       F Abrahams   210 000   67 000  
       D Tyler (payable to GUS Holdings BV)     43 500  
               
        1 190 000   680 500  
               
    Executive Director – A J Smart (paid by subsidiary)          
       Salary   2 000 000   1 690 000  
       Bonuses   1 690 000   1 444 670  
       Contributions to pension scheme   320 000   270 400  
       Contribution to medical aid   37 362   32 736  
       Other material benefits   158 400   117 744  
               
        4 205 762   3 555 550  
               
        No. of shares and options  
    Outstanding share awards and options – A J Smart          
   

Share options awarded under the Lewis Executive Share Option Scheme vested as a consequence of the disposal of its controlling interest by GUS in the prior year. The exercise price of these options are R28.00. In terms of a written undertaking, A J Smart agreed not to dispose of any shares he may become entitled to under these awards prior to 1 October 2007.

 

219 428

 

219 428

 
   

Share award under Lewis Executive Performance Scheme granted on 30 June 2006 (refer to note 17.3).

 

44 573

 

 
   

Matching share options under Lewis Co-investment Scheme granted on 30 June 2006 (refer note 17.3). The Trust holds 21 806 shares on his behalf by virtue of his investment of his net bonus for 2006 into the scheme.

 

36 344