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INVESTOR RELATIONS
Principle 8
REMUNERATE FAIRLY AND RESPONSIBLY
Remuneration
and Nomination Committee
The members of the Remuneration and Nomination Committee during the year under review were:
Mr
SL Wallis AO (Chairman);
Independent
Non-Executive Director
Mr GJ
Campbell; and
Independent
Non-Executive Director (Appointed 18 September 2007)
Mr ML Ludski;
Chief Financial Officer / Company Secretary
The Remuneration and Nomination Committee has a documented Charter which is regularly reviewed and approved by the Board. A majority of members are independent non-executive directors and the chairman of the Committee is not the Chairman of the Board.
The Chief Executive Officer and Human Resources/Payroll Manager are invited to attend the Remuneration and Nomination Committee meetings, as required, to discuss senior executives' performance and remuneration packages. The Chief Executive Officer and Chief Financial Officer / Company Secretary are not involved in matters pertaining to their own remuneration. During the year under review, the Committee met three times and the directors' attendance record is disclosed in the table of directors' meetings on page 19 of the 2009 Annual Report.
The main responsibilities of the Remuneration and Nomination Committee are to:
- review the composition of the Board and make evaluations and recommendations thereon;
- identify and evaluate potential candidates as non-executive directors and report findings to the Board;
- recommend the selection, appointment, induction process and succession planning process for the Chief Executive Officer, the Chief Financial Officer / Company Secretary and other senior executives;
- recommend to the Board ways in which the skills, experience and expertise levels of existing directors and senior executives can be enhanced and developed;
- conducts an annual review of performance of the Chief Executive Officer, the Chief Financial Officer / Company Secretary and the senior executives reporting directly to them, and report findings to the Board;
- review and make recommendations to the Board on remuneration packages and incentive policies applicable to the Chief Executive Officer, Chief Financial Officer / Company Secretary, senior executives and directors themselves; and
- perform, at least annually, a performance evaluation of the Committee members to ensure delivery on its Charter and continually enhance the Committee's contribution to the Board.
Further details of the Remuneration and Nomination Committee's responsibilities are outlined in its Charter, which is available on the Company's website. The policy and procedure for appointment of directors also forms a part of the Committee's Charter.
Remuneration Report
The Remuneration Report is set out on pages 20 to 25 of the 2009 Annual Report.
Remuneration policies
Remuneration levels for key personnel of the Company are competitively set to attract and retain appropriately qualified and experienced executives and directors. The Remuneration and Nomination Committee obtains independent advice on the appropriateness of remuneration packages, given trends in comparative companies both locally and internationally.
The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives and achieve the broader outcome of creation of value for shareholders. The remuneration structures take into account:
-
the capability and experience of key management personnel;
-
management performance against key performance indicators (KPIs) and individual contributions to the Company's performance;
-
the Company's performance includes;
-
revenue and earnings; and
-
growth in share price and delivering increased returns to shareholders.
Remuneration packages include a mix of fixed and variable remuneration and short-term and long-term performance-based incentives. In addition to salaries, the Company also provides non-cash benefits to its key management personnel and contributes to defined contribution superannuation plans on their behalf.
Senior executives may receive bonuses based on the achievement of specific performance hurdles. The performance hurdles are a blend of the Company's and each relevant segment's result. In the year under review, no incentive payments were made as Company performance did not reach the minimum threshold levels. The Company does not have any profit-share plan.
Total remuneration for all non-executive directors, last voted upon by shareholders is not to exceed $500,000 per annum. The base fee for individual non-executive directors for the financial year under review was $70,000 per annum, excluding superannuation and covers all main Board activities. Membership of Committees is remunerated in addition to the base fee as outlined in the Remuneration Report on page 21 of the 2009 Annual Report. Non-executive directors do not receive any performance related remuneration or bonuses or retirement benefits other than statutory superannuation payments.
• Complies with ASX Corporate Governance Council's Recommendations 8.1,8.2,8.3
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