Remuneration Report
 
Introduction
The following report from, and the recommendations of, the remuneration committee have been approved without amendment by the board for submission to shareholders.
 
Composition and terms of reference
During the financial year ended 31 March 2003 the members of the remuneration committee were Lord Renwick of Clifton (in the chair), Mr Kahn, Lord Fellowes (from September 2002), Mr Manser and Mr Morland. Following completion of the acquisition of Miller, Mr Bible joined meetings as an observer.

The remuneration committee deals with the remuneration of the executive directors and other members of the executive committee, as well as approving all grants and awards under the company's share incentive plans. Consideration is also given to the company's group-wide compensation and incentive policies to ensure alignment.
 
Advisors
In the course of its deliberations, the remuneration committee has considered the views of the chief executive, Mr  Mackay, on the remuneration and performance of his colleagues on the executive committee. The group secretary, Mr Tonkinson, and the group human resources director, Mr Nel, have also provided information relating to such matters as expatriate pay for international deployments and equity usage through share incentive plans.

The remuneration committee has continued to employ Mercer Human Resource Consulting (Mercer), which provides advice to the company on pensions and risk matters, to provide independent market information and remuneration advice on an ongoing basis. Other advisors, including Lovells, the company's legal advisors, and Channel Consulting in South Africa have also provided information and advice as required for the remuneration committee to fulfil its responsibilities.
 
Remuneration policies
The remuneration committee has operated a framework of policies, within which it has set the remuneration package for each executive director, which applies the principles of Section 1 of the Combined Code and the Code of Best Practice. It is the policy of the remuneration committee that executive directors should have 12-month contracts. Current practice fully complies with this policy.

The overall policy of the remuneration committee has been to ensure that executive directors and senior managers are rewarded for their contribution to the group's operating and financial performance at levels which take account of industry, market and country benchmarks. The basic objective of the policy is that members of the executive committee should receive remuneration which is appropriate to their scale of responsibility and performance and which will attract, motivate and retain individuals of the necessary calibre.

In the application of its policy, the remuneration committee also has had regard to the necessity of being competitive in the different parts of the world in which the company operates.

The remuneration committee has implemented its policy by providing for each executive director a remuneration package comprised of annual base salary, an annual cash bonus plan, long-term incentives through participation in share option and performance share plans, pension contributions, other security and health benefits and benefits in kind. The base salaries, pensions and other benefits provided are intended to establish a level of "fixed" pay which is competitive with the median provision of the chosen comparators. The variable pay elements provided by short and long-term incentives are intended to provide superior total pay opportunities if the company's performance merits that.

The short-term and long-term incentives provided to the executives have been based on multiples of base pay and have been provided under plans, details of which are set out in the following pages. In order to promote an identity of interest with shareholders, share incentives are considered to be critical elements of executive remuneration policy.


With the acquisition of Miller Brewing Company in July the size and geographic reach of SABMiller plc changed dramatically from that of the former SAB plc. In the report for 2002 and in the Circular for Shareholders on the Miller transaction, the remuneration committee stated its intention to continue to have regard to the pay levels of UK companies of comparable size but also to take account of pay levels and practices in the company's principal international competitors operating in the markets in which it is engaged. The remuneration committee will keep the company's remuneration policy as detailed herein for the new financial year and will in subsequent years ensure that the company's reward programmes remain competitive and provide appropriate incentive for performance.

The remuneration committee has also been examining ways to target salaries at the median but to provide the opportunity through short and long-term incentives for executives to receive upper quartile pay for superior performance. As a result the remuneration committee has been reviewing both the structure and levels of short-term incentive opportunity to keep them in line with market practice. Full disclosure will be provided to shareholders of any changes to the annual bonus plan.

Executive directors' salaries
The remuneration committee reviewed and revised the salaries of executive directors at its meeting in May 2002. Following its established practice, the salaries of the executive directors were compared in whole or in part with median pay levels of a group of 30 UK listed companies of comparable size to SABMiller at that time in terms of market value.

For those executives whose primary responsibilities were for operations of business units outside the UK, part of base pay was also related to appropriate benchmarks in their theatres of operation. Information from Channel Consulting in South Africa on market pay levels for chief executives of companies comparable to those of SABMiller's regional operations showed the need for substantial adjustments to maintain appropriately competitive pay levels for the two executives based there.

In the cases of Mr Lloyd, Mr Mackay and Mr Wyman,100% of salary was determined by reference to the UK market. In the case of Mr Adami, salary was determined on the assessment that 40% of his time was spent on SABMiller plc duties and therefore related to the UK market, while 60% was on duties for The South African Breweries Ltd and related to the South African market. In the cases of Mr Parker and Mr Simms,the applicable percentages were 30% on SABMiller plc duties and 70% on duties in the Africa and Asia and European divisions with headquarters in South Africa and Hungary, respectively.

Following the enlargement, increased market capitalisation and greater complexity of the group, at its September 2002 meeting the remuneration committee reviewed and revised the salaries of Mr Mackay and Mr Wyman, with effect from 9 July 2002 (when the Miller transaction was approved), as the remaining two executive directors of the group, to align them with those of their comparators in FTSE 100 companies of similar market capitalisation.

Details of their revised salaries applying from 1 April 2002 and from 9 July 2002, and the percentage changes from 31 March 2002 levels are shown in the table below:

 

Executive directors' at 31 March 2003   Effective date   2003
£
  2002
£
 
Total  % 
change 
from 
2002 
 
E A G Mackay   From 1/4/02   575,000   508,800    
    From 9/7/02   625,000       22.83 
M I Wyman   From 1/4/02   355,000   315,000    
  From 9/7/02   390,000       23.80 
 
Details of salaries paid to the former executive directors for the period from 1 April 2002 to 31 July 2002 are given in the table of directors' emoluments on page 52. Short- and long-term incentive remuneration, described in the following paragraphs is determined annually as a factor or multiple of basic salary and is awarded, or vests, as the case may be, in a strict relationship to pre-set performance targets.
 
Annual incentive plans
In addition to base salary, each of the executive directors and members of the executive committee was entitled to participate in an annual bonus plan to reward the achievement of group financial, divisional financial (where applicable), strategic and personal performance objectives agreed by the remuneration committee. Under this plan the chief executive might earn a bonus of up to 80% of base salary and the chief financial officer and other executive committee members up to 65%.


The common group financial performance targets related to earnings per share growth and EBITA margin. The divisional financial targets vary according to divisional value drivers derived from group needs and include EVA, EBITA and EBITA margin.

For the chief executive, the chief financial officer and Mr Lloyd the proportions of maximum bonus derived from the different sets of measures were 60% group financials, 20% strategic objectives and 20% personal objectives. For the other executive directors the proportions of maximum bonus derived from the different sets of measures were 30% group financials, 40% divisional financials and 30% strategic and personal objectives.

At its meeting on 21 May 2003, the remuneration committee received assessments of the performance of the executives participating in the bonus plans against their agreed targets. In the light of the financial performance of the company and the achievement of a significant increase in the group's earnings per share, the remuneration committee agreed the payments of bonuses as shown below to the executive directors:

 
    2003 bonus   % of Salary   2002 bonus
 
E A G Mackay   £425,000   68   £275,000
M I Wyman   £215,000   55   £160,000
 

Long Term Incentive Plans  

Share Option Schemes
Since its listing on the London Stock Exchange, the company has operated the SABMiller plc Approved Share Option Scheme (approved by the UK Inland Revenue), the SABMiller plc Executive Share Option No 2 Scheme and the SABMiller plc Mirror Executive Share Purchase Scheme (South Africa).

On the acquisition of Miller Brewing Company, shareholders approved the establishment of share incentive arrangements for employees of the company principally in the Americas. These arrangements have taken form in the SABMiller International Employee Share Scheme and the SABMiller International Employee Stock Appreciation Rights Scheme.

All grants of options or rights over shares under these plans have to be at the market value of the company's shares at the time of grant.

Executive directors have only been permitted to participate in the Approved Share Option Scheme (in which participation is limited at any time to £30,000 of outstanding options) and the Executive Share Option No 2 Scheme. In the latter scheme grants are made on an annual basis to a maximum of 200% of the chief executive's base salary and 150% of the chief financial officer's base salary (other executive committee members may be granted up to either 125% or 150%, depending on their roles and responsibilities), following changes agreed in 2001.

Options granted under the Approved and the No 2 Schemes may normally only be exercised between three and ten years after grant. The right to exercise is dependent on the achievement of adjusted earnings per share (eps) growth targets, calculated on the basis of the definition of Headline Earnings in the Institute of Investment Management and Research's Statement of Investment Practice No.1, chosen because of their ready visibility both to executives and to shareholders:

  • For options granted prior to 2002, growth in eps of 3% per annum compound in excess of the change in retail price index (RPI) over any three year period within the ten year option life is required.
  • For options granted in 2002, an increasing proportion of the option will "vest" if growth in eps, measured from a fixed base, is between 3% and 5% per annum compound in excess of the change in RPI tested at the third, fourth and fifth anniversaries of the date of grant, after which any unvested portion of the option
    will lapse.

Performance Share Award Scheme
The company also has in place the SABMiller plc Performance Share Award Scheme, which is operated in conjunction with the company's Employee Benefit Trust (EBT). The trustee of the EBT grants awards in consultation with the company. Awards are subject to performance conditions and will normally vest after three years with a provision that if vested awards are retained for a further two years they will be increased by an allocation of 50% of the number of shares in the original award that vested.

Normally awards under this plan are made annually to a value of 100% of base salary for the chief executive, 75% of base salary for other executive directors and up to 50% of base salary for other senior executives. The table on page 55 gives details of the awards made in 2002 and awards still outstanding from previous years.

For normal awards under this plan, vesting will only occur if over the three years after grant the company's total shareholder return (TSR) exceeds the median TSR of a comparator group of companies identified at the time of award. For the June 2000 awards the comparator group comprised both brewing and other beverage companies to reflect the company's presence in non-alcoholic beverages. For the June 2001 and May 2002 awards the comparator group was refined to focus only on international brewers, reflecting the company's strategic priority.

On exceeding the median performance of the relevant comparator group, 25% of the award will vest and on reaching the upper quartile, 100% of the award will vest. Between these levels of achievement awards vest pro rata. TSR is calculated using the equation:

TSR = (1+ Z)XY
        X
 

where X is the base price (the average of the daily closing share prices over the three months preceding the start of the measurement period); Y is the final price (the average of the daily closing share prices over the three months immediately preceding the end of the measurement period); and Z is the sum of the fractions of an ordinary share purchaseable by reinvestment of the dividends paid during the measurement period on the relevant payment dates. Relative TSR was chosen as the performance measure because it allows for performance to be measured relative to other companies and reflects the benefit to shareholders of management effort.

The board disclosed in the shareholder circular on the acquisition of Miller Brewing Company its intention of making additional performance share awards to the chief executive and chief financial officer of 240,000 and 160,000 shares, respectively. The board considered it important to strengthen the remaining executive directors' alignment with shareholder interests and to retain them during the demanding period of integration that lies ahead, to secure value creation for shareholders of SABMiller plc.

The board had undertaken extensive consultations with institutional shareholders and shareholder representative bodies before deciding that exceptional performance share awards were the best way to accomplish this. Those special awards were made within the rules of the SABMiller plc Performance Share Award Scheme with effect from 9 July 2002, the date of the completion of the transaction, and were as set out in this table.

Each award may vest after three years, dependent on the performance achieved and subject to continued employment of the executive. At the third anniversary of the effective date of the awards the remuneration committee will consider the performance of the company over the period, looking at:  

  • The TSR of the company compared to the TSR of 30 companies which together comprise a FTSE comparator group; and
  • The financial performance of the company.

The base price for the TSR calculation will be 477p, the average of the daily closing share price in the three months to 3 April 2002 (the last dealing day prior to confirmation that SAB plc was in talks to acquire Miller Brewing Company). The comparator group is the same 15 companies above and 15 companies below SAB plc in the FTSE 100 on 28 March 2002 used as the reference group for the 2002 executive pay reviews.

The companies comprising the TSR comparator groups for all the Performance Share Awards which had not yet vested or lapsed at 31 March 2003 are listed below:
       
  June 2000 awards   June 2001 and May 2002 awards
  Allied Domecq   Ambev
  Anheuser-Busch   Anheuser-Busch
  Bass   Asahi Breweries
  Cadbury Schweppes   Asia Pacific Breweries
  Carlsberg A   Bavaria
  Coca-Cola Beverages   Carlsberg A
  Diageo Coors   Adolph B
  Fosters Brewing Group   Femsa UBD
  Greene King   Fosters Brewing Group
  Grolsch (Kon)   Greene King
  Heineken   Grolsch (Kon)
  Kirin Brewery   Hartwall A*
  Pernod Ricard   Heineken
  San Miguel   Interbrew
  Scottish & Newcastle   Kirin Brewery
  Whitbread Holdings   Lion Nathan
  Wolverhampton & Dudley   Molson A
     
Quinsa
     
San Miguel B
     
Sapporo Breweries
     
Scottish & Newcastle
      Wolverhampton & Dudley
   
  *Hartwall was acquired by Scottish & Newcastle in December 2002 and has been removed from the group for future measurement.
   
 
July 2002 awards
3i Group, Alliance & Leicester, Allied Domecq, Amersham, Associated British Foods, BOC Group, Cable & Wireless, Dixons, Friends Provident, Gallaher Group, Granada, Hanson, Hilton Group, ICI, Invensys, Kingfisher, Land Securities, Next, Old Mutual, P&O Princess Cruising, Powergen, Rentokil Initial, Royal & Sun Alliance, Scottish & Newcastle, Scottish & Southern Energy, Smith & Nephew, Smiths Group, United Utilities,Wm Morrison Supermarkets, Wolseley.
   
 
Pensions

During the year the company made contributions for the executive directors to the SABMiller Executive Pension Scheme, an Approved Occupational Pension Scheme established as a self-administered money purchase scheme. The rate of contribution paid in respect of each executive director's £ sterling based salaries was 15.6%, to the extent allowed by the earnings cap. Contributions in relation to salary above the earnings cap were given as additional taxable pay. Having elected not to join the scheme, Mr Simms was given his contributions entirely as additional taxable pay.

The Committee intends to review the age-related adequacy of contribution levels in the year ahead. Contributions for the South African based executives were also made in regard to their Rand base salaries to defined contribution group retirement schemes of their employer companies in South Africa, in accordance with the rules of those schemes on a continuation basis at the rate of 19.8% of base salaries.

The value of contributions made to each executive director in regard to qualifying service during the financial year is included in the Summary of Emoluments Paid table.

It is the group's policy to provide occupational retirement funding schemes on a money purchase basis wherever possible so as to minimise the company's funding risk. Where feasible, the company applies this policy to its new acquisitions.

 
Service contracts

Service contracts of all the executives are renewable annually on a rolling basis. Notice to be given by the executives to the company or its subsidiaries under their contracts is 12 months. Notice to be given by the company to the executives is 12 months. Mr Lloyd, Mr Mackay and Mr Wyman had service contracts with the company.

Mr Simms had separate service contracts with the company, for duties in relation to the company, and with South African Breweries International Management Ltd (a Guernsey-based subsidiary of the company) for his role in the management of the European operations.

Mr Adami and Mr Parker had separate service contracts with the company, for duties in relation to the company, and with The South African Breweries Ltd (a wholly owned subsidiary of the company) for their other duties.

The subsidiary service contracts, where in place, are subservient to the SABMiller plc contracts.

Under the service contracts with the company, a payment in lieu of notice may be made on termination of employment. Such payment shall be calculated by reference to the executive's base salary plus company pension contributions for the relevant period, less any deduction considered by the company to be appropriate and reasonable to take account of accelerated receipt and the executive's duty to mitigate his loss.

During the year, as a consequence of the acquisition of Miller Brewing Company, Mr Adami, Mr Lloyd, Mr Parker and Mr Simms agreed to resign as directors of the company and their service contracts were varied accordingly.

The execution dates of the contracts of Mr Mackay and Mr Wyman were, respectively, 27 February 1999 and 26 February 1999.
 
Other benefits
The executive directors are provided with medical insurance, permanent health insurance, company car or car allowance (at their choice) and death in service benefit. Mr Lloyd has continued to receive housing allowance at the rate of £8,333 per month to assist with the cost of accommodation following his relocation to the UK, subject to a 36-month limit.
 

Non-executive directors' fees
The fees of the non-executive directors were determined by the board in the absence of the non-executive directors. Fees for the chairman and the other non-executive directors were reviewed and revised with effect from 1 July 2002, for the first time since 1999. As from 1 July 2002 the annual rate of fees for the chairman has been set at £120,000 in respect of his duties as chairman. The basic annual rate of fees for each other non-executive director was set at £37,500 and, in addition, the extra fees for committee membership and chairs were also revised.

For membership of the audit, remuneration or corporate accountability and risk assurance (CARAC) committees over a full year a non-executive director will receive a fee of £5,000; as chair of the audit, remuneration or CARAC committees a non-executive director will receive a fee of £6,000 over a full year. Membership of the nomination committee attracts no additional fees but the chair of that committee receives an additional £8,000. As senior non-executive director, Lord Fellowes receives an additional fee for this role of £5,000 pa.

Performance review
The adjacent graph compares the company's TSR over the period from 8 March 1999 to 31 March 2003 with the FTSE 100 Total Return Index over the same period.

Directors' emoluments
The directors' emoluments in the year ended 31 March 2003 in total have been audited and were as follows:

   
 
Name Salary/
fees
UK
£

RSA
£

Europe
£
2003
Total
£
2002
Total
£
Retirement
contri-
butions
£
  Benefits
£
Total
(excl.
bonus)
£
2003
Bonus
£
2003
Total
£
2002 
Total 
£ 
Executive
directors
E A G Mackay 614,344 614,344 508,800
     173,963
*** 132,961 921,268 425,000 1,346,268 1,059,431 
M I Wyman 382,313 382,313 315,000 59,641   97,714 539,668 215,000 754,668 702,172 
*N J Adami 45,000 24,652 69,652 162,166 12,754   14,417 96,823 41,666 138,489 305,309 
*R L Lloyd 98,333 98,333 275,000 15,340   55,329 169,002 50,000 219,002 644,753 
*A C Parker 25,000 24,428 49,428 36,193 9,666   14,755 73,849 31,666 105,515 85,743 
*M H Simms 26,667 39,171 65,838 226,341 9,842   18,382 94,062 46,666 140,728 417,388 
                    Total (A) 2,704,670 3,214,796 
Non-executive
directors
                       
G C Bible   – 
L C Camilleri   – 
N De Lisi   – 
J M Kahn 123,750 123,750 104,583   6,870 130,620 130,620 110,193 
Lord Fellowes 58,133 58,133 40,083   317 58,450 58,450 40,407 
M J Levett 40,000 40,000 32,500     40,000 40,000 32,500 
M Q Morland 44,375 44,375 35,000   284 44,659 44,659 35,312 
M C Ramaphosa 40,000 40,000 32,083     40,000 40,000 32,083 
Lord Renwick of Clifton 53,875 53,875 46,417     53,875 53,875 46,417 
P J Manser 54,625 54,625 28,542   317 54,942 54,942 28,866 
Ning Gaoning 35,625 35,625 14,339     35,625 35,625 14,339 
**H R Slack 11,667 11,667 32,500   106 11,773 11,773 32,824 
**C B Strauss 11,667 11,667 32,083   11,667 11,667 32,083 
**H R Collum 45,500   45,824 
                    Total (B) 481,611 450,848 
                    Grand Total(A+B) 3,186,281 3,665,644 
                         
 
  * Former executive directors, termination effective 31 July 2002, numbers record four months' pay.
** Former non–executive directors, termination effective 31 July 2002 for Mr Slack and Mr Strauss and 31 March 2002 for
    Mr Collum.
The emoluments of Mr Simms paid in US dollars have been converted into £ sterling at the exchange rate prevailing on 31 March 2003, as have the emoluments paid to Mr Adami and Mr Parker in rand. Mr Goedhals, who stepped down from the board on 29 February 2000, continues to be employed as a part–time consultant following his retirement for which he receives fees.
Mr Cox stepped down from the board on 28 February 2001 and transferred his employment to SABMiller Europe where he is chief financial officer based in Budapest. Mr Adami, Mr Lloyd, Mr Parker and Mr Simms left the board on 31 July 2002 but continued in their executive employment.
Mr Bible, Mr Camilleri and Ms De Lisi have waived their fees. No payment is made to any party in respect of their directorships.
Mr Ning has waived his fees in favour of China Resources Enterprise Ltd, a Hong Kong company.
Exchange rates at 31 March 2002: £1 = ZAR16.30; £1 = US$1.66
Exchange rates at 31 March 2003: £1 = ZAR12.4938; £1 = US$1.5791; ZAR1 = US$7.912
*** Includes cash long–service award of £78,125.
                         

Share incentive plans
The interests of the executive directors in shares of the company provided in the form of options and awards since listing on 8 March 1999 are shown in the tables below and have been audited. During the year to 31 March 2003 the highest and lowest market prices for the company's shares were 592p and 349.5p respectively and the market price on 31 March 2003 was 396p.

SABMiller plc Approved Share Option Scheme

Directors No of
shares as
at 31 March
2002
No of
shares
granted
during the
year
No of
shares
exercised
during the
year
Subscription 
price 
(£)
Exercisable
3–10 years
from
No of
shares
as at
31 March
2003
Expected
value (£)
 
E A G Mackay 5,586 Nil Nil 5.37 16/03/99 5,586 13,200 
M I Wyman 5,586 Nil Nil 5.37 16/03/99 5,586 13,200 
N J Adami 5,586 Nil Nil 5.37 16/03/99 5,586 13,200 
R L Lloyd 5,586 Nil Nil 5.37 16/03/99 5,586 13,200 
A C Parker 7,299 Nil Nil 4.11 02/06/00 7,299 12,000 
M H Simms 5,586 Nil Nil 5.37 16/03/99 5,586 12,200 
 
SABMiller plc Executive Share Option No 2 Scheme
Directors No of
shares
as at
31 March
2002
No of
shares
granted
during
the year
No of
shares
exercised
during
the year
Subscription 
price 
(£)
Exercisable
3-10 years
from
No of
shares
as at
31 March
2003
Expected 
value (£)
 
E A G Mackay 112,577     4.85 09/03/1999    
  159,416     4.11 02/06/2000    
  161,589     5.16 01/06/2001    
    201,578   5.705 01/06/2002 635,160 1,151,455 
M I Wyman 60,463     4.85 09/03/1999    
  85,341     4.11 02/06/2000    
  88,857     5.16 01/06/2001    
    93,339   5.705 01/06/2002 328,000 592,355 
N J Adami 33,949     4.85 09/03/1999    
  47,621     4.11 02/06/2000    
  54,552     5.16 01/06/2001    
    55,429   5.705 01/06/2002 191,551 345,419 
R L Lloyd 53,350     4.85 09/03/1999    
  76,438     4.11 02/06/2000    
  75,502     5.16 01/06/2001    
    77,564   5.705 01/06/2002 282,854 510,605 
A C Parker 11,345     5.17 27/05/1999    
  59,149     4.11 02/06/2000    
  27,386     5.16 01/06/2001    
    39,100   5.705 01/06/2002 136,980 241,034 
M H Simms 30,237     4.85 09/03/1999    
  39,641     4.11 02/06/2000    
  111,498     5.16 01/06/2001    
    69,560   5.705 01/06/2002 250,936 442,855 
 
The options granted on 9 March 1999 were tested against the performance condition as at 31 March 2002 and 31 March 2003 and did not meet those tests. The options granted on 2 June 2000 were tested against the performance conditions as at 31 March 2003 and did not meet those tests.
Retesting will take place over the three-year period ending 31 March 2004. The expected values shown are the aggregates of the Black-Scholes values of each option grant. The Black-Scholes values have been calculated by Mercer using a model that uses daily share price data and takes account of the option grant date, exercise price and time to maturity, with assumptions as to dividend yield and the risk-free rate of return.
 
SABMiller plc Performance Share Award Scheme
Directors No of
shares
as at
31 March
2002
No of
shares
awarded
during the
year
Share
price at
date of
award 
(£)
No of
shares
vested/
(lapsed)
during
the year
Purchase 
price 
(£)
Performance
period
3 years
from
No of
shares
as at
31 March
2003
Expected 
value 
(£)
 
E A G Mackay 64,948     (64,948) 1.00 09/03/1999    
  84,307   4.11   0.00 01/06/2000    
      5.16   0.00 01/06/2001    
    100,789 5.705   0.00 01/06/2002    
    240,000 5.12**   0.00 09/07/2002 499,042 1,818,892
M I Wyman 26,289     (26,289) 1.00 09/03/1999    
  34,063   4.11   0.00 01/06/2000    
  30,523   5.16   0.00 01/06/2001    
    46,670 5.705   0.00 01/06/2002    
    160,000 5.12**   0.00 09/07/2002 271,256 1,060,115
N J Adami 14,761     (14,761) 1.00 09/03/1999    
  19,062   4.11   0.00 01/06/2000    
  17,770   5.16   0.00 01/06/2001    
    27,715 5.705   0.00 01/06/2002    
    120,000* 4.40   0.00 01/08/2002 184,547 665,676
R L Lloyd 23,196     (23,196) 1.00 09/03/1999    
  30,303   4.11   0.00 01/06/2000    
  26,647   5.16   0.00 01/06/2001    
    38,782 5.705   0.00 01/06/2002 95,732 241,648
A C Parker 15,961   4.11   0.00 01/06/2000    
  12,267   5.16   0.00 01/06/2001    
    19,550 5.705   0.00 01/06/2002    
    80,000* 4.40   0.00 01/08/2002 127,778 454,615
M H Simms 13,147     (13,147) 1.00 09/03/1999    
  16,375   4.11   0.00 01/06/2000    
  24,499   5.16   0.00 01/06/2001    
    34,780 5.705   0.00 01/06/2002 75,654 196,068
 
The expected values shown are the aggregate expected values of all outstanding awards estimated by reference to the probabilities of any portion of each award vesting.
*In September 2002 the remuneration committee made these awards to Mr Adami and Mr Parker, as their retention and future motivation was considered to be crucial to the future success of the company. Vesting of these awards will be subject to continued employment and assessment by the chief executive to the remuneration committee of their contribution to the success of SABMiller over a three–year period.
The performance shares awarded in March 1999 were tested against the performance condition in March 2002 and lapsed in full.`
**TSR base price £4.77.
 
SABMiller plc Mirror Executive Share Purchase Scheme (South Africa)
Prior to adoption of new share schemes, in March 1999 each of the executive directors participated in the old SAB Executive Share Purchase Scheme.
Details of options granted and share purchases awarded prior to listing in respect of SAB Ltd shares under this scheme are set out below:
 
Directors As at
31 March
2002
No of
shares
granted
during
the year
No of
shares
implemented/
exercised
during
the year
Sale
price/
market
price
ZAR
Exercise
price
ZAR
Exercise
period for
10 years
from
As at 
31 March 
2003 
 
J M Kahn 400,000 53.63 29/05/1996 400,000 
E A G Mackay 100,000 34.55 14/04/1994 100,000 
  100,000 53.63 29/05/1996 100,000 
  100,000 53.95 28/05/1997 100,000 
  150,000 46.40 11/11/1998 150,000 
M I Wyman 100,000 53.63 29/05/1996 100,000 
  40,000 32.84 14/09/1998 40,000 
  60,000 46.40 11/11/1998 60,000 
N J Adami 100,000 53.63 29/05/1996 100,000 
  40,000 32.84 14/09/1998 40,000 
  100,000 46.40 11/11/1998 100,000 
R L Lloyd 60,000 53.95 28/05/1997 60,000 
  60,000 46.40 11/11/1998 60,000 
A C Parker 40,000 34.55 14/04/1994 40,000 
  50,000 32.84 14/09/1998 50,000 
  50,000 43.09 02/06/2000 50,000 
M H Simms 60,000 53.63 29/05/1996 60,000 
  40,000 48.62 19/01/1998 40,000 
  60,000 46.40 11/11/1998 60,000 
 
The executive directors are not eligible to receive further awards under this scheme. The characteristics for this scheme are such that gains on exercise of options were recognised in prior years in respect of all the share rights reflected in the table.
From 3 June 2000, the old SAB Executive Share Purchase Scheme was closed for purposes of new awards, and replaced by the Mirror Scheme for the purposes of new awards to employees of South African employers in the group and certain categories of other employees of South African origin elsewhere in the group (other than SABMiller plc directors), principally in Africa.
 
Directors' beneficial interests in shares of the company
The interests of the directors in the shares of the company at 31 March 2003 were:
 
Directors Beneficial
holding
at 31 March
2002
Non-
beneficial
holding
Purchased/
(sold) since
year end
 Beneficial 
 holding 
 at 31 March 
 2003 
 
J M Kahn 1,470,578 1,470,578 
E A G Mackay 6
M I Wyman 120,000 120,000 
G C Bible – 
L C Camilleri – 
N De Lisi – 
Lord Fellowes 1,000 1,000 
Ning Gaoning – 
M J Levett 40,000 40,000 
P J Manser – 
M Q Morland 14,800 14,800 
M C Ramaphosa 4,000* – 
Lord Renwick of Clifton 4,000 5,000 9,000 
 
*This holding remained unchanged during the year.