Summary of significant accounting policies
The Group has a share-based payment compensation plan. The plan is an equity-settled plan, consisting of the long-term incentive plan (LTIP),
the employee share ownership plan (ESOP) and an additional share award (ASA).
The expense relating to the services rendered by the employees, and the corresponding increase in equity, is measured at the fair value of the
equity instruments at their date of grant based on the market price at grant date. This compensation cost is recognised over the vesting period,
based on the best available estimate at each reporting date of the number of equity instruments that are expected to vest.
During the vesting period, participants have all the shareholders rights, including the right to vote and share in any dividend distribution.
Telkom's shareholders approved the Telkom forfeitable share plan (FSP) and the additional share award (ASA) at the September 2013 annual
general meeting.
The FSP is made up of the long-term incentive plan (LTIP) and the employee share ownership plan (ESOP).
In the FSP, employees acquire shareholder rights on the grant date on the forfeitable shares (these include dividends and voting rights).
An employee turnover assumption of 2.26% to 13.65% has been used in calculating the expected number of shares that will vest. The turnover
relates to the various entities within the Group.
The vesting timelines and principal assumptions used in calculating the expected number of shares that will vest for the Telkom share scheme are
as follows:
| |
Vesting Financial Year |
| Telkom LTIP grants |
| Vesting timelines |
20% |
– |
– |
– |
– |
– |
| Probability of meeting non-market-related criteria |
92% |
– |
– |
– |
– |
– |
| Telkom LTIP – 2019 financial year |
|
|
|
|
|
|
| Vesting timelines |
30% |
20% |
– |
– |
– |
– |
| Probability of meeting non-market-related criteria |
92% |
92% |
– |
– |
– |
– |
| Telkom LTIP – 2020 financial year |
|
|
|
|
|
|
| Vesting timelines |
50% |
30% |
20% |
– |
– |
– |
| Probability of meeting non-market-related criteria |
92% |
92% |
92% |
– |
– |
– |
| Telkom LTIP – 2022 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
50% |
30% |
20% |
– |
| Probability of meeting non-market-related criteria |
– |
– |
92% |
92% |
92% |
– |
| Telkom LTIP 2- 2022 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
50% |
30% |
20% |
– |
| Probability of meeting non-market-related criteria |
– |
– |
93% |
93% |
93% |
– |
| Telkom LTIP – 2023 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
– |
50% |
30% |
20% |
| Probability of meeting non-market-related criteria |
– |
– |
– |
94% |
94% |
94% |
| Telkom LTIP 2 – 2023 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
– |
50% |
30% |
20% |
| Probability of meeting non-market-related criteria |
– |
– |
– |
94% |
94% |
94% |
| Telkom ESOP grants |
|
|
|
|
|
|
| Telkom ESOP – 2020 financial year |
|
|
|
|
|
|
| Vesting timelines |
100% |
– |
– |
– |
– |
– |
| Probability of meeting non-market-related criteria |
92% |
– |
– |
– |
– |
– |
| Telkom ESOP – 2022 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
100% |
– |
– |
– |
| Probability of meeting non-market-related criteria |
– |
– |
92% |
– |
– |
– |
| Telkom ESOP – 2023 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
– |
100% |
– |
– |
| Probability of meeting non-market-related criteria |
– |
– |
– |
94% |
– |
– |
The vesting timelines and principal assumptions used in calculating the expected number of shares that will vest for the BCX share scheme are
as follows:
| |
Vesting Financial Year |
| BCX LTIP grants |
| BCX grant – 2019 financial year |
|
|
|
|
|
|
| Vesting timelines |
30% |
20% |
– |
– |
– |
– |
| Probability of meeting non-market-related criteria |
92% |
92% |
– |
– |
– |
– |
| BCX grant – 2020 financial year |
|
|
|
|
|
|
| Vesting timelines |
50% |
30% |
20% |
– |
– |
– |
| Probability of meeting non-market-related criteria |
92% |
92% |
92% |
– |
– |
– |
| BCX grant – 2022 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
50% |
30% |
20% |
– |
| Probability of meeting non-market-related criteria |
– |
– |
92% |
92% |
92% |
– |
| BCX grant – 2023 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
– |
50% |
30% |
20% |
| Probability of meeting non-market-related criteria |
– |
– |
– |
94% |
94% |
94% |
| BCX grant 2 – 2023 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
– |
50% |
30% |
20% |
| Probability of meeting non-market-related criteria |
– |
– |
– |
94% |
94% |
94% |
| BCX ESOP grants |
|
|
|
|
|
|
| BCX grant – 2020 financial year |
|
|
|
|
|
|
| Vesting timelines |
100% |
– |
– |
– |
– |
– |
| Probability of meeting non-market-related criteria |
92% |
– |
– |
– |
– |
– |
| BCX grant – 2022 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
100% |
– |
– |
– |
| Probability of meeting non-market-related criteria |
– |
– |
92% |
– |
– |
– |
| BCX grant – 2023 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
– |
100% |
– |
– |
| Probability of meeting non-market-related criteria |
– |
– |
– |
94% |
– |
– |
The vesting timelines and principal assumptions used in calculating the expected number of shares that will vest for the Yellow Pages share scheme
are as follows:
| |
Vesting Financial Year |
| Yellow Pages grants |
| Yellow Pages grant – 2019 financial year |
|
|
|
|
|
|
| Vesting timelines |
30% |
– |
– |
– |
– |
– |
| Probability of meeting non-market-related criteria |
– |
– |
– |
– |
– |
– |
| Yellow Pages grant – 2021 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
100% |
– |
– |
– |
– |
| Probability of meeting non-market-related criteria |
– |
92% |
– |
– |
– |
– |
| Yellow Pages grant – 2023 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
– |
100% |
– |
– |
| Probability of meeting non-market-related criteria |
– |
– |
– |
94% |
– |
– |
The vesting timelines and principal assumptions used in calculating the expected number of shares that will vest for the Gyro share scheme are
as follows:
| |
Vesting Financial Year |
| Gyro LTIP grants |
| Gyro grant – 2018 financial year |
|
|
|
|
|
|
| Vesting timelines |
20% |
– |
– |
– |
– |
– |
| Probability of meeting non-market-related criteria |
92% |
– |
– |
– |
– |
– |
| Gyro grant – 2019 financial year |
|
|
|
|
|
|
| Vesting timelines |
30% |
20% |
– |
– |
– |
– |
| Probability of meeting non-market-related criteria |
92% |
92% |
– |
– |
– |
– |
| Gyro grant – 2020 financial year |
|
|
|
|
|
|
| Vesting timelines |
50% |
30% |
20% |
– |
– |
– |
| Probability of meeting non-market-related criteria |
92% |
92% |
92% |
– |
– |
– |
| Gyro grant – 2022 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
50% |
30% |
20% |
– |
| Probability of meeting non-market-related criteria |
– |
– |
92% |
92% |
92% |
– |
| Gyro grant 2 – 2022 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
50% |
30% |
20% |
– |
| Probability of meeting non-market-related criteria |
– |
– |
93% |
93% |
93% |
– |
| Gyro grant – 2023 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
– |
50% |
30% |
20% |
| Probability of meeting non-market-related criteria |
– |
– |
– |
94% |
94% |
94% |
| Gyro ESOP grants |
|
|
|
|
|
|
| Gyro grant – 2020 financial year |
|
|
|
|
|
|
| Vesting timelines |
100% |
– |
– |
– |
– |
– |
| Probability of meeting non-market-related criteria |
92% |
– |
– |
– |
– |
– |
| Gyro grant – 2022 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
100% |
– |
– |
– |
| Probability of meeting non-market-related criteria |
– |
– |
92% |
– |
– |
– |
| Gyro grant – 2023 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
– |
100% |
– |
– |
| Probability of meeting non-market-related criteria |
– |
– |
– |
94% |
– |
– |
The vesting timelines and principal assumptions used in calculating the expected number of shares that will vest for the Openserve share scheme
are as follows:
| |
Vesting Financial Year |
| Openserve LTIP grants |
| Openserve grant – 2023 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
– |
50% |
30% |
20% |
| Probability of meeting non-market-related criteria |
– |
– |
– |
94% |
94% |
94% |
| Openserve ESOP grants |
|
|
|
|
|
|
| Openserve grant – 2023 financial year |
|
|
|
|
|
|
| Vesting timelines |
– |
– |
– |
100% |
– |
– |
| Probability of meeting non-market-related criteria |
– |
– |
– |
94% |
– |
– |
The probabilities were independently verified by the actuaries.
Certain BCX employees were granted shares in terms of a BCX share scheme. Based on the BCX Group achieving the performance condition, the
shares will vest between the 2023 and 2028 financial years.
Certain Yellow Pages employees were granted shares in terms of a Yellow Pages share scheme. Based on Yellow Pages achieving the performance
condition, the shares will vest between the 2023 and 2028 financial years. The Yellow Pages shares will be included as part of the Telkom
shares.
Certain Gyro employees were granted shares in terms of a Gyro share scheme. Based on Gyro achieving the performance condition, the shares
will vest between the 2023 and 2028 financial years.
Certain Openserve employees were granted shares in terms of an Openserve share scheme. Based on Openserve achieving the performance
condition, the shares will vest between the 2023 and 2028 financial years.
In order for the vesting to occur, the targets (including performance conditions) must be met. The targets are measured in each financial year after
the grant date.
The weighted average remaining vesting period for all the shares outstanding as at 31 March 2023 is 1.20 years (31 March 2022: 1.06 years).
The following table illustrates the movement in the maximum number of shares that were granted to employees:
| |
Group |
Company |
| |
31 March
2022 |
31 March
2022 |
| Beginning of the year |
23 021 555 |
16 056 950 |
17 455 386 |
14 674 928 |
| Vested shares during the year |
(3 539 468) |
(3 179 763) |
(2 622 066) |
(3 047 640) |
| Forfeited shares and other movements during the year |
(3 615 212) |
(1 359 779) |
(1 957 270) |
(916 540) |
| Granted during the year |
8 158 797 |
11 504 147 |
3 673 997 |
6 744 638 |
| Outstanding at the end of the year |
24 025 672 |
23 021 555 |
16 550 047 |
17 455 386 |
In relation to market-related performance criteria, IFRS 2 requires a fair value to be placed on employee share grants/options. Fair value is measured
as the market price of the entity's share grants/options adjusted for the terms and conditions applicable to the grant/option. Since employee
share grants/options are not traded, there is no market price available. For this reason, the fair value of the grants/options must be determined
by using an option pricing model.
| Group and Company |
| Telkom |
|
|
|
| Grant 5 (2018 financial year) |
|
|
|
| – Vesting 31 March 2020 |
73.70 |
35% |
8.00% |
| – Vesting 31 March 2021 |
73.70 |
35% |
8.00% |
| – Vesting 31 March 2022 |
73.70 |
35% |
8.00% |
| Grant 6 (2019 financial year) |
|
|
|
| – Vesting 30 June 2021 |
52.64 |
35% |
7.40% |
| – Vesting 30 June 2022 |
52.64 |
35% |
7.60% |
| – Vesting 30 June 2023 |
52.64 |
35% |
8.00% |
| Grant 7 (2020 financial year) |
|
|
|
| – Vesting 30 June 2022 |
93.82 |
35% |
7.24% |
| – Vesting 30 June 2023 |
93.82 |
35% |
7.37% |
| – Vesting 30 June 2024 |
93.82 |
35% |
7.53% |
| Grant 8 (2021 financial year) |
|
|
|
| – Vesting 30 June 2023 |
31.57 |
40% |
4.10% |
| Grant 9 (2022 financial year) |
|
|
|
| – Vesting 30 June 2024 |
48.11 |
40% |
4.98% |
| – Vesting 30 June 2025 |
48.11 |
40% |
5.51% |
| – Vesting 30 June 2026 |
48.11 |
40% |
6.01% |
| Grant 10 (2022 financial year) |
|
|
|
| – Vesting 30 June 2024 |
47.12 |
45% |
5.99% |
| – Vesting 30 June 2025 |
47.12 |
45% |
6.53% |
| – Vesting 30 June 2026 |
47.12 |
45% |
6.94% |
| Grant 11 (2023 financial year) |
|
|
|
| – Vesting 30 June 2025 |
36.20 |
50% |
7.09% |
| – Vesting 30 June 2026 |
36.20 |
50% |
7.40% |
| – Vesting 30 June 2027 |
36.20 |
50% |
7.69% |
| Grant 11 (2) (2023 financial year) |
|
|
|
| – Vesting 30 June 2025 |
33.79 |
52% |
7.82% |
| – Vesting 30 June 2026 |
33.79 |
52% |
7.90% |
| – Vesting 30 June 2027 |
33.79 |
52% |
8.04% |
| BCX |
|
|
|
| Grant 2 (2019 financial year) |
|
|
|
| – Vesting 30 June 2021 |
52.64 |
35% |
7.40% |
| – Vesting 30 June 2022 |
52.64 |
35% |
7.60% |
| – Vesting 30 June 2023 |
52.64 |
35% |
8.00% |
| Grant 3 (2020 financial year) |
|
|
|
| – Vesting 30 June 2022 |
83.70 |
35% |
6.95% |
| – Vesting 30 June 2023 |
83.70 |
35% |
7.10% |
| – Vesting 30 June 2024 |
83.70 |
35% |
7.26% |
| Grant 4 (2022 financial year) |
|
|
|
| – Vesting 30 June 2024 |
48.11 |
40% |
4.98% |
| – Vesting 30 June 2025 |
48.11 |
40% |
5.51% |
| – Vesting 30 June 2026 |
48.11 |
40% |
6.01% |
| Grant 5 (2023 financial year) |
|
|
|
| – Vesting 30 June 2025 |
36.20 |
50% |
7.09% |
| – Vesting 30 June 2026 |
36.20 |
50% |
7.40% |
| – Vesting 30 June 2027 |
36.20 |
50% |
7.69% |
| Grant 5 (2) (2023 financial year) |
|
|
|
| – Vesting 30 June 2025 |
32.80 |
52% |
7.96% |
| – Vesting 30 June 2026 |
32.80 |
52% |
8.10% |
| – Vesting 30 June 2027 |
32.80 |
52% |
8.25% |
| Yellow Pages |
|
|
|
| Grant 2 (2019 financial year) |
73.50 |
35% |
8.00% |
| Grant 3 (2020 financial year) |
52.64 |
35% |
8.00% |
| Grant 4 (2021 financial year) |
48.11 |
40% |
4.98% |
| Grant 5 (2023 financial year) |
36.20 |
50% |
7.09% |
| Group and Company |
| Gyro |
|
|
|
| Grant 1 (2018 financial year) |
|
|
|
| – Vesting 30 June 2020 |
52.89 |
35% |
7.70% |
| – Vesting 30 June 2021 |
52.89 |
35% |
7.80% |
| – Vesting 30 June 2022 |
52.89 |
35% |
8.00% |
| Grant 2 (2019 financial year) |
|
|
|
| – Vesting 30 June 2021 |
52.64 |
35% |
7.40% |
| – Vesting 30 June 2022 |
52.64 |
35% |
7.60% |
| – Vesting 30 June 2023 |
52.64 |
35% |
8.00% |
| Grant 3 (2020 financial year) |
|
|
|
| – Vesting 30 June 2022 |
93.82 |
35% |
7.24% |
| – Vesting 30 June 2023 |
93.82 |
35% |
7.37% |
| – Vesting 30 June 2024 |
93.82 |
35% |
7.53% |
| Grant 4 (2022 financial year) |
|
|
|
| – Vesting 30 June 2024 |
48.11 |
40% |
4.98% |
| – Vesting 30 June 2025 |
48.11 |
40% |
5.51% |
| – Vesting 30 June 2026 |
48.11 |
40% |
6.01% |
| Grant 5 (2022 financial year) |
|
|
|
| – Vesting 30 June 2024 |
47.12 |
45% |
5.99% |
| – Vesting 30 June 2025 |
47.12 |
45% |
6.53% |
| – Vesting 30 June 2026 |
47.12 |
45% |
6.94% |
| Grant 6 (2023 financial year) |
|
|
|
| – Vesting 30 June 2025 |
36.20 |
50% |
7.09% |
| – Vesting 30 June 2026 |
36.20 |
50% |
7.40% |
| – Vesting 30 June 2027 |
36.20 |
50% |
7.69% |
| Openserve |
|
|
|
| Grant 1 (2023 financial year) |
|
|
|
| – Vesting 30 June 2025 |
36.20 |
50% |
7.09% |
| – Vesting 30 June 2026 |
36.20 |
50% |
7.40% |
| – Vesting 30 June 2027 |
36.20 |
50% |
7.69% |
The key performance indicators related to the share scheme are Net Promoter Score targets, headline earnings per share, free cash flow, return
on invested capital and total shareholder return.
The share price volatility is based on the five-year average volatility observed for the Telkom share price.
|