Remuneration Report

Remuneration strategy

The Telkom remuneration strategy is designed to attract, retain and motivate high-caliber talent in a challenging business environment. Remuneration is based on performance measures which are aligned to the strategic intent and business plans of the Company.

Dimension	Remuneration tools	Desired outcome
Attract	Guaranteed package Sign-on bonus	Attractive remuneration packages
Motivate	Short term incentives	Attractive rewards for achieving stretch targets
	Long term incentive	Share in long term wealth creation/Sustained performance
Retain	Retention agreements	Retain top business leaders and top talent
	Restraint of trade	Protect commercially sensitive information

The strategy aims to focus the effort and attention of individuals on the Telkom strategic deliverables for long-term sustainability, as well as on short-term business plan deliverables for profitability, both of which are imperative to shareholder value creation.

The Telkom remuneration structure is designed to ensure that rewards are aligned to strategic and operational outcomes. Our philosophy, which is aligned with market practice, is to reward all Telkom employees on total earnings of market median, including guaranteed packages.

The market environment in which Telkom operates is characterised by intensifying competition with mobile operators and new entrants to the market which continues to put pressure on the Company. As the market expands with operators in all spheres of our business, the challenge of retaining experienced executive leadership, as well as attracting new talent required for the new and growing areas of our business, such as data and fixed-mobile convergence increases. The demand for talent in the communications industry is increasing. This requires competitive and attractive remuneration offerings, to ensure that Telkom continues to attract, motivate and retain the best in class talent to drive Company strategic intents and to deliver operational results.

Objectives

The remuneration strategy is designed to compete effectively for talent in a competitive labour market in order for Telkom to successfully achieve the following objectives:

• Be an integral part of an overall human resources strategy, geared to support business strategies;
• Emphasise value creation;
• Establish a formal, transparent and fair reward strategy;
• Control and manage total cost of employment;
• Retain competent employees to enhance business performance;
• Motivate individual and team performance to drive shareholder value and employee engagement;
• Differentiate payment based on individual performance; and
• Maintain a balance between guaranteed remuneration, short-term incentives and long-term incentives.

Principles

Telkom recognises that one of its competitive sources of value is its employees, and believes that in order to meet our business plan objectives our remuneration and reward policies and practices must be based on the following principles:

• Be designed to motivate and reinforce superior performance;
• Encourage the development of organisational, team and individual performance;
• Encourage the development of competencies required to meet future business needs;
• Be based on the premise that employees should share in the success of the Company;
• Be designed to attract and retain high-quality individuals with the optimum mixture of competencies;
• Be aimed at securing our employees' commitment to Telkom's goals via the optimum combination of financial and non-financial rewards; and
• Be congruent with the anti-discriminatory clause in the Bill of Rights.

Guaranteed packages

Guaranteed packages are influenced by the scope of the role and the knowledge, skills and experience required of the position holder and reflects the market median determined through external market research that yields market data and appropriate salary ranges for specific positions.

Employees do not have a right to annual guaranteed package increases. Annual increases are subject to industry market conditions, employee performance, internal equity, strategic investments and the Company's overall financial position and the ability to pay. Employees can structure their guaranteed packages within the framework of the applicable policies, practices and regulatory requirements. Remuneration adjustments outside the annual remuneration review process may be considered under exceptional circumstances and will be subject to the agreed authorisation.

All positions are evaluated to determine their relative value and contribution in terms of complexity and required outcomes. Positions are evaluated using the Company's job evaluation system (Decision Tree), which correlates with the Paterson grading system as follows:

Hierarchical level	Level of leadership	Telkom grade
Executive	Executive Committee/Executive management team	M0
Managing Directors/ Chief Officers
Senior managing executives		M1
Group/Managing Executive		M2
Executives	Executive Leadership	M3
Senior Manager/Manager	Frontline Leadership	M4/5
Operations Manager/ Supervisor	Frontline Leadership	M6
Support Staff/Technician/ Specialist	Operational	OP1/2/A

Salary structures are benchmarked against the Company's labour market competitors via annual salary surveys in which the Company conducts and/or participates. In this way the Company maintains awareness of market remuneration levels per Paterson job band and per job family. Annual increases in guaranteed remuneration are performance related and is based on the job (market conditions) and affordability.

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Group Chief Executive Officer

The Group Chief Executive Officer (GCEO) is rewarded on the delivery of the strategic and operational deliverables in line with shareholder expectations and business strategy. The remuneration strategy for the GCEO is designed to align remuneration with long-term shareholder growth and sustainable profitability. The reward should demonstrate the critical and pivotal role the GCEO plays in the achievement of Company strategic objectives and operational goals. Guaranteed package is set at market median.

Executive Committee and Executive management team

Guaranteed packages are in line with similar roles in the applicable market according to organisational size, profitability and complexity. It is also influenced by the scope of the role and knowledge, skills and experience required of the position holder. Guaranteed packages are reviewed against individual performance, and set against market median.

View full details on the Executive Committee and the Executive management team.

The average guaranteed package increase for the current year was 3%, the prior year was 2% and the average increase for the 2013 financial year is 4.66%.

Executive employees

The average guaranteed package increase for the current year was 3%, the prior year was 9% and the average increase for the 2013 financial year is 6%.

Management employees

Guaranteed packages for management levels are reviewed annually as part of the Company's overall remuneration review process and are assessed against individual's performance. The average guaranteed package increase for the current year was 3%, the prior year was 7% and the average increase for the 2013 financial year is 6%.

Bargaining unit employees

Telkom follows a balanced approached in granting annual salary increases for bargaining unit employees with due consideration of CPI, market movements and affordability. In 2011 the Company has entered into a two-year long-term agreement, from 1 April 2011 to 31 March 2013, with organised labour. The negotiated annual guaranteed package increases for the current year was 7%, prior year was 7% and the increase for the 2013 financial year is 6.5%

Short term incentive

Short-term incentive component is an incentive that delivers reward on achievement of annual performance targets. The level of achievement determines the level of payment against each weighted Company performance measure.

The short-term incentive paid comprises a cash payment, which is payable after finalisation of results at the end of the relevant financial year.

The objectives of the short-term incentive plan are as follows:

• To support the achievement of the Group's annual performance targets including the priority focus areas and annual business plan targets;
• To encourage over achievement of Group results;
• To drive a strong performance culture whereby recognising and rewarding exceptional performance of the Company, teams and of individuals;
• Adequately differentiate between exceptional and mediocre performance;
• Ultimately, to reward team and individual contribution and performance: "what is good for shareholders, customers and employees";
• More emphasis is placed on divisional performance to support the overall business strategy and create a clear line of site especially for lower level employees; and
• Divisional measures will ensure that divisions have better line of sight and fully understand the impact of their performance on the award, which ultimately will have a positive impact on individual and team performance.

In line with the new remuneration policy approved by shareholders, the overall Company performance will be measured at Group, business unit and divisional level as indicated below. The Corporate Centre will be focusing on providing overall policy and steering the Company and business units. The Board introduced financial triggers as well as an overarching Board discretion clause. The two financial triggers are earnings before interest and taxation and net profit.

	Business unit %	Corporate Centre %
Group STI Plan	30	50
Business unit STI Plan	40	20
Divisional STI Plan1	30	30
Total	100	100
1  Individual performance will account for 30% of the overall plan.

The maximum bonus achievable under the short-term incentive plan, expressed as a percentage of their guaranteed packages, is shown in the table below:

Position	Stretch incentive % of guaranteed package	Target incentive % of guaranteed package	Hurdle incentive % of guaranteed package
Group Chief Executive Officer	110	100	50
Executive Committee	88	80	40
Executive management team	60.5	55	27.5
Executive employees	33	30	15
Management employees	22	20	10
Bargaining unit employees	19.8	18	9

The performance of the Group and business units will be measured against the following indicators:

• Earnings before interest and taxation measured on Group level;
• Basic earnings per share measured on Group level;
• Returns on assets before taxation measured on Group level;
• Free cash flow measured on Group level;
• Financial performance, customer satisfaction, transformation (culture revitalisation and BBBEE) will be measured on business unit level; and
• Divisional specific measures are measured on divisional level.

The rules, targets and measurements are tabled annually on recommendation of the HRRRC to the Board for approval. The HRRRC will decide on the bonus amount payable to the GCEO subject to the actual audited Company performance reflected in the plan under review. The GCEO is responsible for the allocation of the rest of the amount available to the Executive Committee, executive management team and other employees as per the audited results and the approved plan under review.

Short-term incentive plan awarded for the 2012 financial year

The average Company achievement against the approved targets was 61.08%. Despite the Group's performance falling short of expectations, the Board of Directors has decided to pay employees an incentive to recognise their efforts under challenging circumstances. To this effect an average incentive was approved of 42.75% for the bargaining unit and 30.54% for all management employees.

Long-term incentive awards

We concluded the final vesting of shares in accordance with the Telkom Conditional Share Plan in June 2010 and currently do not have a share plan in place. However, a new share plan for selected management employees will be submitted to the shareholders for approval at the Annual General Meeting to be held on 26 September 2012.

Proposed share incentive plan

The proposed share incentive plan is structured to optimise the Company's overall position, while providing benefi ts that will assist the Company to attract, retain and incentivise certain management levels and top talented employees. The share incentive plan is designed to support the principle of alignment between management and shareholder interests with the aim to ultimately ensure growth in shareholder value.

The objectives of the proposed share incentive plan is to motivate long-term sustainable performance, align the interests of top management with those of shareholders, retain business critical and top talented employees and provide a long-term incentivisation tool for top management.

The proposed share incentive plan will consist of the following two share-based incentive plans: The Share Appreciation Right Scheme and Forfeitable Share Plan.

Share Appreciation Rights (SARs)

Eligible employees will receive annual grants of Share Appreciation Rights, which are rights to receive shares equal to the value of the difference between the exercise price and the grant price. Vesting of the rights is subject to specific performance conditions.

When the holder elects to exercise the vested right, the Company settles the difference between the market price on grant date and the exercise price in equity.

Forfeitable Share Plan (FSP)

Forfeitable Share Plan entails a free transfer of shares to an employee, under the condition of forfeiture in the case that:

• Termination of service before the vesting/release date; and
• The Company's pre-determined performance levels.

From grant date, the employee has shareholder rights in respect of the forfeitable shares including:

• Dividend rights; and
• Voting rights.

Performance conditions for vesting

The vesting of the Share Appreciation Rights (SARs) and Forfeitable Share Plan (FSP) grants is subject to the following performance condition measured over a three-year period. The intention is to measure financial performance of the Company on total shareholder return (TSR) target, based on a risk free rate (applicable to a period corresponding to the Performance Period), plus a margin to account for equity risk premium, on the basis that the extent to which the grants to be made under the share incentive plans will vest will be determined on a sliding scale, with the grants vesting in full if the Company achieves a TSR at least equal to the risk free rate, plus a margin of 6%, and no grants vesting if the TSR achieved is lower than the risk free rate plus a margin of 2%.

The HRRRC will meet annually in order to consider the selection of eligible employees and will consider the following factors to determine the number and value of rights and conditional awards to be granted to each eligible employee:

• Benchmarked face value of share-based incentive awards as a percentage of guaranteed pay. Where employees qualify for both FSP and SARS participation, 50% of the face value of the awards will be granted in terms of the rules of the SARS and the remaining 50% in terms of the rules of the FSP;
• Annual guaranteed package on the award date; and
• Individual performance assessment.

The Board will annually determine performance conditions for each allocation.

Limits to the proposed incentive share plans

The aggregate number of shares which may be allocated under the LTIP when added to the total number of conditional awards, which have been allocated previously under the LTIP and any shares allocated to employees under any other managerial scheme operated by the Company, shall not exceed 26,039,195 shares equating to approximately 5% of the current number of issued ordinary shares of the Company.

The maximum number of shares allocated to all unvested awards granted to any participant, in respect of the LTIP and any other managerial scheme operated by the Company, shall not exceed 5,207,839 shares, representing approximately 1% of the current issued ordinary share capital of the Company.

The HRRRC may not grant conditional awards to an employee in any financial year if it would at the proposed date of grant because the face value of the grant, which such employee has been granted in that financial year to exceed 120% of the employee's guaranteed package at the proposed date of grant. In order to enhance the Company's ability to attract external candidates, the HRRRC has the discretion to increase such limit to 240% in the year of appointment of an employee.

External appointments

Executive directors are not permitted to hold external directorship or offices without the prior approval of the Board. To avoid conflict of Company interest or impair the employee's ability to render productive service to Telkom, the employee may not accept membership of a Board of Directors without prior written permission. In the case of a member of the Executive Committee of Executive Management team permission should be obtained from the GCEO. Telkom may withdraw permission to serve on a Board of Directors at any stage.

Service agreements

Effective from 1 April 2011, Telkom entered into a service agreement with NT Moholi, which has a three-year term, expiring 31 March 2014, with an annual one-year renewal, subject to either party tendering notice of their intention to terminate the agreement on or before 30 June of the applicable year.

JH Schindehütte was appointed as Chief Financial Officer with effect from 1 August 2011 until 31 July 2016; thereafter the agreement may be renewed for a two-year period subject to either party tendering six months' notice of their intention to terminate the agreement. All other members of the Executive Committee have indefinite service employment contracts with a three-month notice period by either party.

Executive directors	Year of employment	Year first appointed to the Board	Year due for re-election
NT Moholi	2011	2011	2014
JH Schindehütte	2011	2011	2016

Retention and restraint agreements

In order to ensure that Telkom attract highly skilled and experienced ICT Business Leaders, Telkom can sign retention and/or restraint of trade agreement for specific candidates in specific roles. The main objective is to protect Telkom's interest with reference to trade secrets and confidential information. Confidential information to include, inter alia, information relating to Telkom strategic objectives, information relating to business activities, technical, scientific commercial, financial and market information, business data and plans, designs, drawings, and technical requirements and specifications of Telkom. After termination of the employment contract and for the duration of the restraint period the employee shall not carry on or be interested or engaged in/or concerned with or employed by any company, which engaged in any way in, the competitive activity or provides services which are the same as or similar to the competitive activity.

Restraint agreements have been signed with NT Moholi, GCEO, which prevents her from competing within the communications industry for two years from last day of employment.

Retention agreements were signed with the following Executive Committee members and the details are reflected in the executive committee section.

Executive Committee	Retention agreement lapses
BC Armstrong	31 January 2015
DJ Fredericks	31 July 2013
JM Mavuso	31 January 2015
TE Msubo	28 February 2013
GJ Rasethaba	28 February 2014
MB Sallie	31 January 2015

Sign-on bonus

Sign-on bonuses may be allocated on the discretion of the GCEO on recommendation of Executive Committee members, to prospective staff members who meet specific criteria. The intention of the sign-on bonus is to act as a recruitment incentive to assist in talent attraction and compensate for potential loss of benefits from previous employer. The full sign-on bonus amount will be recovered if the individual terminates his/her employment contract.

We paid JH Schindehütte a sign-on bonus. This bonus will be fully recovered should he resign from his position before 31 July 2013.

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Non-executive directors' remuneration key principles and policies

The Board of Directors, on the recommendation of the HRRRC, determines the fees of the non-executive directors. These fees are set out in the non-executive directors section.

Fees for Telkom's non-executive directors are determined by the Board of Directors based on market practice, within the restrictions contained in Telkom's articles of association. Telkom's non-executive directors receive no other pay or benefi ts other than directors' fees, with the exception of reimbursement of expenses incurred in connection with their directorships. The non-executive directors do not participate in the long-term incentive share plan or in the short-term incentive plan outlined herein and are not eligible for pension scheme membership.

The remuneration structure is considered to be fair and reasonable and in the best interests of the Company.

Service agreements

Telkom entered into a service agreement with PL Zim effective from 16 February 2011, which had a one-year term, expiring 15 February 2012. On 8 February 2012 shareholders were advised that PL Zim had been re-appointed as Chairman with immediate effect. His term of office will end the earlier of 31 August 2013 or at the Company's Annual General Meeting of 2013.

Non-executive directors	Year first appointed to the Board	Year last re-elected as a director	Year due for re-election
PL Zim (Chairman)	2011		2014
B du Plessis	2004	2011	2014
N Dongwana	2012		2015
JN Hope	2009	2011	2014
RJ Huntley	2007	2011	2014
PG Joubert	2008	2008	Retired
N Kapila	2011		2014
I Kgaboesele	2011		2014
PSC Luthuli	2005	2010	2013
N Mnxasana	2012		2015
NT Moholi	2011		2014
J Molobela	2009	2011	2014
JH Schindehütte	2011		2014
Dr S Sibisi	2012		2015
Y Waja	2010		2013

Non-executive directors' remuneration

Non-executive directors' fees effect 1 April 2011 were as follows:

Non-executive directors' fees	R per annum 2012	R per annum 2011
Chairman of the Board	1,110,000	1,110,000
Non-executive director of the Board	325,000	325,000
International Board member	449,811	449,811
Audit Committee Chairman	200,000	200,000
Audit Committee member	120,000	120,000
Human Resource Review and Remuneration Committee Chairman	200,000	200,000
Human Resource Review and Remuneration Committee Member	120,000	120,000
Nominations Committee Chairman	80,000	80,000
Nominations Committee member	60,000	60,000
Investment and Transactions Committee Chairman	80,000	80,000
Investment and Transactions Committee member	60,000	60,000
Social Ethics and Sustainability Committee Chairman	200,000	200,000
Social Ethics and Sustainability Committee member	120,000	120,000
Independent Directors Committee Chairman	30,000	30,000
Independent Directors Committee member	30,000	30,000

Board meetings - Five scheduled per annum.

Special Board meetings fee:

• Chairman - R20,000 per meeting
• Ordinary Board member - R15,000 per meeting
• International Board member - R15,000 per meeting

Board sub-committee meetings:

• Four scheduled committee meetings held per annum by the Audit and Risk, Human Resources Review and Remuneration and Social Ethics and Sustainability committees.
• Two scheduled committee meetings held per annum by the Nominations and Investment and Transactions committees.
• Special committee meeting fee - R15,000 per meeting

Where any Board member voluntarily attends a committee meeting that they are not a member of, no fees will be payable for their attendance.

All fees will be proportion to the period in which office is held.

Executive directors' remuneration

Remuneration and benefits paid and short-term incentives approved in respect of the 2012 financial year are set out in the following table:

Rand	Guaranteed package (GP)	Short-term incentive	Fringe and other benefits		Total 2012
Executive directors
NT Moholi	6,402,150	2,253,013	3,412,1581		12,067,321
JH Schindehütte	3,000,000	876,600	4,507,8582		8,384,458
Total	9,402,150	3,129,613	7,920,016		20,451,779
1  Includes a restraint payment of R3,404,300.
2  Includes a sign-on bonus of R4,500,000.

2011

Rand	Guaranteed package (GP)	Short-term incentive	Fringe and other benefits	TCSP	Total 2011
Executive directors
RJ September1	3,691,259	-	802,3992	2,098,451	6,592,109
PG Nelson1	1,880,573	-	1,031,7493	1,931,703	4,844,025
Total	5,571,832	-	1,834,148	4,030,154	11,436,134
1  RJ September and PG Nelson resigned effective from 7 July 2010 and 25 August 2010, respectively, and therefore did not qualify for a short-term incentive.
2  Includes a leave encashment at retirement of R794,764.
3  Represents an employment settlement at resignation.

Executive Committee and prescribed officers (excluding executive directors)

The aggregate remuneration and benefits paid, short-term incentives approved for the 2012 financial year are set out in the table below:

Executive Committee	Guaranteed package (GP)	Short-term incentive	Fringe and other benefits	Total 2012 (R)	Total 2011 (R)
NT Moholi				-	8,758,101
JA Hedberg	-	-	-	-	10,220,900
GJ Rasethaba	2,436,780	551,833	2,436,7801	5,425,393	4,103,052
TE Msubo	2,853,935	693,232	1,011,7872	4,558,954	2,219,965
TG Msimango	-	-	-	-	9,111,522
IM Fourie	-	-	-	-	8,052,632
MJ Nzeku	3,848,278		-	3,848,278	14,060,839
P Marais	1,638,883		4,411,2763	6,050,159	4,506,465
BC Armstrong*	2,781,000	1,017,179	6,674,4004	10,472,579	-
MB Sallie*	2,622,812	892,759	6,304,5725	9,820,143	-
JM Mavuso*	2,261,957	580,458	5,438,5206	8,280,935	-
DJ Fredericks	2,825,421	627,525	4,433,3447	7,886,290	4,508,105
JC Smit	-	-	-	-	2,327,878
Total	21,269,066	4,362,986	30,710,679	56,342,732	67,869,459
*Appointed 1 June 2011.
1  Includes a retention payment of R2,436,780 which is equivalent to 1 x guaranteed package.
2  Includes a retention payment of R1,000,000.
3  Represents an employment settlement of R3,178,825 and a acting allowance of R1,223,610.
4  Includes a retention payment of R6,674,400 which is equivalent to 2 x guaranteed package.
5  Includes a retention payment of R6,294,750 which is equivalent to 2 x guaranteed package.
6  Includes a retention payment of R5,428,698 which is equivalent to 2 x guaranteed package.
7  Includes a retention payment of R3,100,000 which is equivalent to 1 x guaranteed package and an acting allowance of R1,321,557.

Executive management team

31 March 2012

Rand	Guaranteed package	Short-term incentive	Fringe and other benefits	Total 2012	Total 2011
Executive management team	55,865,645		14,192,969	70,058,614	92,159,401
Number of employees				32	33

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Non-executive directors

The following table details emoluments paid to non-executive directors for services rendered:

Non-executive directors	Directors' fees		Committee and special meeting fees	Total 2012 (R)	Total 2011 (R)
PL Zim (Chairman)	1,110,000		410,000	1,520,000	210,791
D Barber	-		-	-	23,855
B du Plessis	325,000		495,000	820,000	925,000
NP Dongwana	37,401		25,000	62,401	-
JN Hope	325,000		435,000	760,000	815,000
RJ Huntley	325,000		645,000	970,000	1,031,000
PG Joubert	135,417		190,000	325,417	715,000
Dr VB Lawrence1	-		-	-	467,378
N Kapila1	449,811		255,000	704,811	88,549
I Kgaboesele2	243,750		185,000	428,750	-
PSC Luthuli	325,000		630,000	955,000	900,000
NP Mnxasana	37,401		10,000	47,401	-
B Molefe3	-		-	-	17,255
J Molobela4	325,000		450,000	775,000	1,387,500
S Sibisi	37,401		15,000	52,401	-
Dr E Spio-Garbrah1	-		-	-	37,484
Y Waja	325,000		435,000	760,000	617,316
Total	4,001,181		4,180,000	8,181,181	7,236,128
1  N Kapila, Dr E Spio-Garbrah and Dr VB Lawrence are foreign directors with Indian, Ghanaian and American nationalities, respectively.
2  Payments for services by I Kgaboesele are paid directly to Sphere Holdings (Pty) Limited.
3  Payments for services by B Molefe are paid directly to the Public Investment Corporation.
4  J Molobela retired as Chairman and was re-appointed as non-executive director of the Telkom Board effective from 16 February 2011.

Non-executive directors are not eligible to participate in the Telkom Conditional Share Plan.

Beneficial shareholding
Directors' shareholding as at 31 March 2012

Number of shares	Beneficial Direct		Beneficial Indirect	Non-beneficial Direct	Non-beneficial Indirect
Executive
NT Moholi	37,004		-	-	-
Non-executive
J Molobela	267		-	-	-
NP Mnxasana	160		-	-	-
Total	37,431		-	-	-

Directors' shareholding as at 31 March 2011

Number of shares	Beneficial Direct		Beneficial Indirect	Non-beneficial Direct	Non-beneficial Indirect
Non-executive
J Molobela	267		-	-	-
NP Mnxasana	160		-	-	-
Total	427			-	-

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Directors' interest in contracts

The directors of the Company annually and as required declare their interest in any transaction with the Company in terms of the Companies Act of 2008. In accordance with the Companies Act of 2008, Telkom SA SOC Limited maintains a register of directors' interests in contracts.

None of the directors declared an interest in a contract during the year under review.