Audited information

Directors’ annual remuneration

The following table shows a breakdown of the annual remuneration (excluding equity awards) of directors for the year ended 31 March 2010:

Name	Salaries, directors’ fees and other remuneration 2010 £	Total other benefits 2010³ £	Gross remuneration 2010^1/2 £	Annual bonus cash-component 2010⁴ £	Annual bonus deferred-component 2010⁴ £	Total remuneration 2010 £	Total remuneration 2009⁵ £
Executive directors
S Koseff (Chief Executive Officer)
– cash component	315 159	94 841	410 000	990 000	–	1 400 000	904 000
– deferred component	–	–	–	–	1 260 000	1 260 000	756 000
						2 660 000	1 660 000
B Kantor (Managing Director)
– cash component	369 747	40 253	410 000	990 000	–	1 400 000	904 000
– deferred component	–	–	–	–	1 260 000	1 260 000	756 000
						2 660 000	1 660 000
GR Burger (Group Risk and Finance Director)
– cash component	314 192	7 272	321 464	848 482	–	1 169 946	958 453
– deferred component	–	–	–	–	1 090 904	1 090 904	667 081
						2 260 850	1 625 534
A Tapnack
– cash component	269 000	32 681	301 681	230 000	–	531 681	562 766
– deferred component	–	–	–	–	120 000	120 000	265 000
						651 681	827 766
Total in Pounds Sterling
– cash component	1 268 098	175 047	1 443 145	3 058 482	–	4 501 627	3 329 219
– deferred component	–	–	–	–	3 730 904	3 730 904	2 444 081
						8 232 531	5 773 300
Non-executive directors
HS Herman (Chairman)	360 000	–	360 000	–	–	360 000	360 000
SE Abrahams	223 252	–	223 252	–	–	223 252	202 520
GFO Alford	120 500	–	120 500	–	–	120 500	120 500
CA Carolus	57 040	–	57 040	–	–	57 040	56 372
H Fukuda OBE	53 000	–	53 000	–	–	53 000	53 000
GMT Howe	86 500	–	86 500	–	–	86 500	86 500
IR Kantor	62 000	–	62 000	–	–	62 000	62 000
Sir C Keswick	87 500	–	87 500	–	–	87 500	87 500
MP Malungani	69 161	–	69 161	–	–	69 161	66 487
Sir D Prosser	83 458	–	83 458	–	–	83 458	74 500
PRS Thomas	167 009	–	167 009	–	–	167 009	150 291
F Titi	182 292	–	182 292	–	–	182 292	160 892
Total in Pounds Sterling	1 551 712	–	1 551 712	–	–	1 551 712	1 480 562

Total in Pounds Sterling	2 819 810	175 047	2 994 857	3 058 482	3 730 904	9 784 243	7 253 862

Gross remuneration comprises base salary and other benefits (see point 2 and 3 below).

Gross remuneration of S Koseff, B Kantor and A Tapnack has on average declined by approximately 2%. The gross remuneration of GR Burger is determined in Rands and converted into Pounds Sterling. In Rand terms GR Burger’s gross remuneration remained at R3 050 000 for the 2010 and 2009 financial years. Gross remuneration increases for other employees across the group have generally been in the range of 0% to 8%. For the 2011 financial year it is proposed that the executive directors will receive salary increases roughly in line with inflation.

The executive directors receive other benefits which may include pension schemes; life, disability and personal accident insurance; and medical cover, on similar terms to other senior executives.

In determining annual bonuses, a number of quantitative and qualitative factors/metrics were considered which included:

•	The group recorded an increase in attributable earnings, dividends per share and total shareholder return
•	The group reported operating profits in all of its core geographies, benefiting from its recurring income base
•	The group further improved the quality of its balance sheet, with an increase in both capital and liquidity over the period. Leverage ratios remain low and the group has further reduced reliance on wholesale funding
•	The group has made significant progress in increasing its non-lending revenue base and further balancing the revenue generated from its operational risk businesses and its financial risk businesses. Initiatives and developments in this regard include: the substantial increase in funds under management over the period; the group is in the process of establishing a global wealth management division; and the acquisition of Rensburg Sheppards plc
•	The group has maintained its capital strength over the past two years without recourse to shareholders, new investors or government assistance. Investec has demonstrated its resilience in the face of the worst financial crisis in decades
•	A focused and intimate involvement of the executive directors in ensuring stringent management of risk, liquidity and capital
•	Investment in the Investec brand continues to deliver shareholder value
•	Business units have moved onto the front foot and are taking advantage of new opportunities
•	Continuous engagement with key stakeholders. Over the past two years, in addition to our day-to-day communication with all stakeholders, executive management conducted several roadshows presenting to clients, employees and investors on the financial and operating position of the group in order to give a sense of comfort during this difficult and uncertain period
•	The group has maintained its commitment to its sustainability efforts, and received a number of awards in this area.

Further information on the group’s performance and risk management metrics have been discussed elsewhere in the annual report. Based on comparator analyses provided by the committee’s advisers, Hewitt New Bridge Street, the total remuneration of the executive directors falls within median market levels.

•	S Koseff and B Kantor are each awarded a total bonus of £2 250 000, comprising £990 000 in cash payable in June 2010 and the balance deferred and payable in two equal installments on 31 January 2011 and 31 January 2012. The deferred component will be equivalent to the value of 133 475 Investec plc shares at the close of business on each of 31 January 2011 and 31 January 2012. For annual report disclosure and reporting purposes the deferred component was determined at the Remuneration Committee meeting held on 1 June 2010 at a price per share of £4.72
•	GR Burger has been awarded a total bonus of R24 000 000, comprising R10 500 000 in cash payable in June 2010 and the balance deferred and payable in two equal installments on 31 January 2011 and 31 January 2012. The deferred component will be equivalent to the value of 121 622 Investec Limited shares at the close of business on each of 31 January 2011 and 31 January 2012. For annual report disclosure and reporting purposes the deferred component was determined at the Remuneration Committee meeting held on 1 June 2010 at a price per share of R55.50
•	A Tapnack has been awarded a total bonus of £350 000, comprising £230 000 in cash payable in June 2010 and the balance deferred and payable in two equal installments on 31 January 2011 and 31 January 2012. The deferred component will be equivalent to the value of 12 712 Investec plc shares at the close of business on each of 31 January 2011 and 31 January 2012. For annual report disclosure and reporting purposes the deferred component was determined at the Remuneration Committee meeting held on 1 June 2010 at a price per share of £4.72.

A breakdown of the components of the reward packages for the executive directors in the 2009 financial year is as follows:

Name	Salary £	Total other benefits £	Gross remuneration £	Annual bonus cash – component £	Annual bonus deferred – component £	Total remuneration £
Executive directors
S Koseff (Chief Executive Officer)	331 007	78 993	410 000	494 000	756 000	1 660 000
B Kantor (Managing Director)	364 566	45 434	410 000	494 000	756 000	1 660 000
GR Burger (Group Risk and Finance Director)	267 240	9 676	276 916	681 537	667 081	1 625 534
A Tapnack	270 833	56 933	327 766	235 000	265 000	827 766
Total Pounds Sterling	1 233 646	191 036	1 424 682	1 904 537	2 444 081	5 773 300

Retirement benefits

None of the executive directors belong to a defined benefit pension scheme and all are members of one of our defined contribution schemes. The total contribution to these schemes, payable by the company, included in the total salary of the director or included in benefits paid as set out in the tables above, is as follows:

Name	2010 £	2009 £
Executive directors
S Koseff (Chief Executive Officer)	70 499	58 055
B Kantor (Managing Director)	29 256	32 302
GR Burger (Group Risk and Finance Director)	–	–
A Tapnack	26 900	49 689
Total Pounds Sterling	126 655	140 046

Executive directors’ total assumed cost to company

The table below provides an indication of the total cost to the company in relation to executive directors’ remuneration. Total cash payments and benefits reflect the information disclosed in the tables above. The IFRS accounting charge (in terms of IFRS 2) reflects the cost that has been expensed by the company in its income statement in the relevant period in relation to share options and long-term incentive awards that have been granted to the executives. Further details on these equity awards are provided in the tables that follow.

Name	Salary, bonus and other benefits 2010 £	Accounting IFRS charge in relation to equity awards 2010 £	Total assumed remuneration expense 2010 £	Salary, bonus and other benefits 2009 £	Accounting IFRS charge in relation to equity awards 2009 £	Total assumed remuneration expense 2009 £
Executive directors
S Koseff (Chief Executive Officer)	2 660 000	784 354	3 444 354	1 660 000	623 666	2 283 666
B Kantor (Managing Director)	2 660 000	776 537	3 436 537	1 660 000	623 838	2 283 838
GR Burger (Group Risk and Finance Director)	2 260 850	802 762	3 063 612	1 625 534	666 258	2 291 792
A Tapnack	651 681	180 783	832 464	827 766	166 483	994 249
Total Pounds Sterling	8 232 531	2 544 436	10 776 967	5 773 300	2 080 245	7 853 545

Directors’ shareholdings, options and long-term incentive awards

The company’s register of directors’ interests contains full details of directors’ shareholdings, options and long-term incentive awards. The tables that follow provide information on the directors’ shareholdings, options and long-term incentive awards for the year ended 31 March 2010.

Directors’ shareholdings in Investec plc and Investec Limited shares as at 31 March 2010

	Beneficial and non-beneficial interest		% of shares in issue¹	Beneficial and non-beneficial interest		% of shares in issue¹
	Investec plc¹		% of shares in issue¹	Investec Limited¹		% of shares in issue¹
Name	1 April 2009	31 March 2010	Investec plc 31 March 2010	1 April 2009	31 March 2010	Investec Limited 31 March 2010
Executive directors
S Koseff²	4 986 633	4 839 133	1.1	1 899 330	1 809 330	0.7
B Kantor³	48 525	48 525	–	5 301 000	4 863 500	1.7
GR Burger⁴	2 132 135	2 402 135	0.5	1 037 076	1 037 076	0.4
A Tapnack	–	–	–	340 607	203 192	0.1
Total number	7 167 293	7 289 793	1.6	8 578 013	7 913 098	2.9
Non-executive directors
HS Herman⁵	1 369 915	1 369 915	0.3	760 470	760 470	0.3
SE Abrahams	30 000	20 000	–	–	–	–
GFO Alford	3 100	3 100	–	–	–	–
CA Carolus	–	–	–	–	–	–
H Fukuda OBE	5 000	5 000	–	–	–	–
GMT Howe	–	–	–	–	–	–
IR Kantor	1 509 545	3 509 545	0.7	2 000 325	325	–
Sir C Keswick	15 750	15 750	–	9 250	9 250	–
MP Malungani⁶	–	–	–	7 728 890	3 288 890	1.2
Sir D Prosser	10 000	10 000	–	–	–	–
PRS Thomas	415 855	415 855	0.1	255 955	180 955	0.1
F Titi	–	–	–	–	–	–
Total number	3 359 165	5 349 165	1.1	10 754 890	4 239 890	1.6

Total number	10 526 458	12 638 958	2.7	19 332 903	12 152 988	4.5

The number of shares in issue and share prices for Investec plc and Investec Limited over the period is provided in note 32. There has been no change in the above interest between the year end and 9 June 2010 (the last practicable date prior to releasing this report), other than in respect of PRS Thomas who sold 100 000 Investec Limited shares and 50 045 Investec plc shares

In addition to their shareholdings reflected in the table above, some of the directors have an interest in options over Investec Limited shares, the details of which are as follows:

S Koseff: European call options over 146 232 (2009: 155 825) Investec Limited shares at a strike of R51.44 (2009: R48.27) per share and an expiry date of 11 June 2011. The number of shares and strike price are adjusted occasionally in terms of the dividend adjustment provision in the option agreement.

B Kantor:

•	European call options over 457 065 (2009: 500 000) Investec Limited shares at a strike of R56.92 (2009: R52.03) per share and an expiry date of 22 July 2010
•	European call options over 477 908 (2009: 500 000) Investec Limited shares at a strike of R50.50 (2009: R48.27) per share and an expiry date of 11 June 2011
•	The number of shares and strike price are adjusted for both options occasionally in terms of the dividend adjustment provision in the option agreement.

GR Burger: European call options over 59 403 (2009: 63 300) Investec Limited shares at a strike of R51.44 (2009: R48.27) per share and an expiry date of 11 June 2011. The number of shares and strike price are adjusted occasionally in terms of the dividend adjustment provision in the option agreement.

HS Herman: European call options over 28 974 (2009: 30 875) Investec Limited shares at a strike of R51.44 (2009: R48.27) per share and an expiry date of 11 June 2011. The number of shares and strike price are adjusted occasionally in terms of the dividend adjustment provision in the option agreement.

In November 2003, Investec Limited concluded an empowerment transaction with Tiso Group (Tiso), Peu Group (Proprietary) Limited (Peu), a broad-based Entrepeneurship Development Trust and an Employee Share Trust in terms of which they acquired a 25.1% stake in the issued share capital of Investec Limited. MP Malungani is the Chairman of Peu. During the year a portion of the transaction with Peu was unwound.

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