Notes to the consolidated financial statements

45.

RELATED PARTIES

The pre-listing statement for Tsogo Sun Hotels was released on 23 May 2019 with the effective date of the listing being 12 June 2019.

The entire TGO shareholding was unbundled by Tsogo Sun Gaming (‘TSG’) (previously Tsogo Sun Holdings Limited) to its shareholders (registered as such in the TSG register at the close of business on the record date, Friday, 14 June 2019), by way of a distribution in specie to TSG shareholders of one TGO share for every TSG share held, reflected as being held by that TSG shareholder on the record date. The listing of the entire issued share capital of Tsogo Sun Hotels in the ‘travel and leisure’ sector on the main board of the JSE was effective from the commencement of trade on Wednesday, 12 June 2019. As of the distribution date, Tuesday, 18 June 2019, TSG and TGO were independent public companies, the shares of which are listed on the JSE and have separate public ownership, boards of directors and management.

The company’s ultimate majority shareholder is Hosken Consolidated Investments Limited (a company listed on the JSE) which, at the balance sheet date, directly and indirectly owned 49.4% (2019: 49.3%) of the company’s issued share capital (excluding treasury shares). HCI directly owned 10.1% (2019: 9.7%) and is the majority shareholder of Tsogo Sun Investment Holding Company Proprietary Limited (‘TIHC’) and TIHC directly owned 39.3% (2019: 39.3%) of Tsogo Sun Hotels. These percentage shareholdings exclude treasury shares.

Southern Sun Hotel Interests Proprietary Limited (‘SSHI’) a subsidiary of Tsogo Sun Hotels entered into a lease agreement with Tsogo Sun Casinos Proprietary Limited (‘TSC’) a subsidiary of Tsogo Sun Gaming Limited in respect of leased premises comprising 4 000 m² of office space in Palazzo Towers East and Palazzo Towers West. The lease commenced on 1 April 2019 and shall continue for an indefinite term of years for a nominal rental. SSHI is not permitted to sublet any portion of the leased premises and should a change in shareholding of SSHI or THL occur of 35% or greater the lease may be terminated by TSC.

As detailed below, the group has concluded certain material transactions with related parties. Transactions between the company and its subsidiaries, which are related parties of the company, have been eliminated on consolidation and are not disclosed in this note.

		2020 Rm	2019 Rm
45.1	Transactions with related parties
	Management fees received from Tsogo Sun Gaming	41	44
	Royalties received from Tsogo Sun Gaming	9	9
	Management fees received from Tsogo Sun Gaming for shared services	18	19
	Management fees paid to Tsogo Sun Gaming for shared services	(14)	(122)
	Fees received from Tsogo Sun Gaming for administration services for hotels	33	–
	Interest paid to Tsogo Sun Proprietary Limited (Tsogo Sun Gaming subsidiary)	(1)	(188)
	Dividend received from associate RBH	26	12
	Dividend paid to Tsogo Sun Gaming	–	(5)
		112	(231)

		2020 Rm	2019 Rm
45.2	Amounts owing by related parties
	Amounts receivable from Tsogo Sun Proprietary Limited	3	39
	Loan to associate IHL	24	–
		27	39

These loans have been disclosed as other current assets.

These loans bear interest at market-related rates and are repayable on demand.

45.3

Key management compensation

Directors of the company and prescribed officers of the group are considered to be the group’s key management personnel. All remuneration and fees are paid by subsidiary companies. Remuneration and IFRS 2 Share-Based Payments and fees paid to key management during the year by the group are as follows:

45.3.1 Executive directors

	Year ended 31 March 2020
	Basic remune- ration R’000	Benefits R’000	Short-term incentives⁽²⁾ R’000	Directors’ fees from subsidiaries R’000	Long-term incentives R’000	Total paid R’000
J Booysen⁽³⁾	583	49	–	–	–	632
PJ Boshoff⁽³⁾	191	35	–	–	–	226
FV Dlamini⁽³⁾	252	31	–	–	–	283
RB Huddy⁽³⁾	318	44	–	–	–	362
L McDonald	2 428	436	1 000	278	–	4 142
R Nadasen⁽³⁾	203	42	–	–	–	245
MN von Aulock⁽¹⁾	6 781	546	2 678	402	–	10 407
Total remuneration	10 756	1 183	3 678	680	–	16 297

	Year ended 31 March 2019
	Basic remune- ration R’000	Benefits R’000	Short-term incentives⁽⁵⁾ R’000	Directors’ fees from subsidiaries R’000	Long-term incentives R’000	Total paid R’000
J Booysen⁽³⁾	2 261	350	–	–	1 138	3 749
PJ Boshoff⁽³⁾	2 293	410	869	–	517	4 089
FV Dlamini⁽³⁾	3 027	369	819	–	1 041	5 256
RB Huddy⁽³⁾	3 825	521	1 315	–	1 138	6 799
L McDonald	1 627	324	469	256	350	3 026
R Nadasen⁽³⁾	1 158	309	–	–	–	1 467
RF Weilers⁽⁴⁾	2 045	92	1 625	–	–	3 762
Total remuneration	16 236	2 375	5 097	256	4 184	28 148

⁽¹⁾	MN von Aulock appointed as executive director and CEO 10 May 2019.
⁽²⁾	Short-term incentive paid relates to the achievement against target for 2019.
⁽³⁾	Resigned on 10 May 2019.
⁽⁴⁾	Resigned on 30 September 2018.
⁽⁵⁾	Short-term incentive paid relates to the achievement against target for 2018.

45.3.2 Non-executive directors

	Directors’ fees for the year ended 31 March
	2020 R’000	2019 R’000
MH Ahmed	453	–
JA Copelyn	418	–
SC Gina	355	–
ML Molefi	361	–
JG Ngcobo	361	–
JR Nicolella	275	–
CC September	206	–
	2 429	–

45.3.3 Other key management and prescribed officers

	Year ended 31 March 2020
	Basic remune- ration R’000	Benefits R’000	Short-term incentives⁽¹⁾ R’000	Long-term incentives R’000	Total paid R’000
PJ Boshoff⁽²⁾	2 239	400	832	–	3 471
R Nadasen⁽²⁾	2 386	481	986	216	4 069
MN von Aulock⁽⁴⁾	576	49	–	–	625
Total remuneration	5 201	930	1 818	216	8 165

	Year ended 31 March 2019
	Basic remune- ration R’000	Benefits R’000	Short-term incentives⁽³⁾ R’000	Long-term incentives R’000	Total paid R’000
MN von Aulock⁽⁴⁾	5 191	435	–	–	5 626
Total remuneration	5 191	435	–	–	5 626

⁽¹⁾	Short-term incentive paid relates to the achievement against target for 2019.
⁽²⁾	Resigned as executive director on 10 May 2019.
⁽³⁾	Short-term incentive paid relates to the achievement against target for 2018.
⁽⁴⁾	MN von Aulock appointed as executive director and CEO 10 May 2019.

45.4

Contingencies, commitments and guarantees

There are no contingencies, commitments or guarantees on the group’s related parties.

INTEGRATED ANNUAL
REPORT 2020

Notes to the consolidated financial statements

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