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Corporate Governance Remuneration

PRINCIPLE 8:  Remunerate fairly and responsibly

HR & Remuneration Committee
Committee Members

Kim Anderson (Chair commencing from 9 December 2016)
Sally Pitkin (Chair until 15 August 2016)
Howard Mowlem
(Chair from 15 August 2016 to 9 December 2016, Member during remaining period of FY17)
Ian Pollard
Jason Mozingo(Member until 30 June 2017)

*Elliott Weinstein became a member of the HR & Remuneration Committee from 3 July 2017.

Throughout the 2016-17 financial year, the HR & Remuneration Committee has comprised at least three members, all of whom were Non-Executive Directors and the majority of whom were independent Directors. At all times during the financial year the Chair of the Committee has been an independent Non-Executive Director.

The HR & Remuneration Committee met five times during the year. Details of the Directors' attendance at Committee meetings are set out in the Directors' Report on page 14. The Committee may extend an invitation to any person to attend all or part of any meeting of the Committee that it considers appropriate but no executive may be present when the Committee considers that person's remuneration.

The main functions of the Committee are to assist the Board in establishing human resource and remuneration policies and practices that:

  • enable the Group to attract and retain Executives and Directors (Executive and Non-Executive) who will create sustainable value for shareholders and other stakeholders;
  • fairly and responsibly reward Executives and Directors having regard to the Group's overall strategy and objectives, the performance of the Group, the performance of the Executive and the general market environment within the USA, Australia and any other geographic locations where the Group has operations;
  • link reward to the creation of value for shareholders; and
  • comply with all relevant legislation and regulations.

In particular the Committee:

  • reviews the remuneration for the Executive Directors, CEO and CEO direct reports (including base pay, non-monetary benefits, incentive potential and payments, equity awards and retirement or severance rights), having regard to the Executive remuneration policy and whether in respect of any elements of remuneration any shareholder approvals are required;
  • reviews performance, succession and development plans for the CEO, the CEO's direct reports and any other key personnel;
  • provides any information requested by the Board to assist the Board in determining Non-Executive Director remuneration;
  • reviews annually all equity-based plans;
  • in so far as they impact on the Executive Directors, CEO and CEO direct reports, reviews annually all cash-based incentive plans;
  • reviews whether there is any gender or other inappropriate bias in remuneration;
  • engages with and reviews feedback from shareholders and advisory groups regarding Executive remuneration and agree any required actions;
  • reviews and notes annually the remuneration trends (including major changes in employee benefit structures, philosophies and practices) impacting key management personnel in its various regions; and
  • reviews policies, reports and performance relating to diversity, conduct and any other Group human resource matters.

The Committee reviews and sets key performance indicators (KPIs) for the executive leadership at or about the beginning of each financial year. The Committee evaluates these KPIs, which impact upon the discretionary element of the executive's remuneration, at or about the end of each reporting period.

The HR & Remuneration Committee has authority, within the scope of its responsibilities, to access personnel records, senior management and financial and legal advisors as appropriate.

The HR & Remuneration Committee reports to, and makes recommendations to, the full Board in relation to each of its functions.

The HR and Remuneration Committee Charter is available on the Company's corporate website.


Structure of Remuneration
Details of the nature and amount of each element of the remuneration for Executive Directors, Non-Executive Directors and key management personnel of the Company, are set out in the "Remuneration Report' section of the Directors' Report from pages 15-31.

The Group Remuneration Policy is available on the Company's corporate website.


There are no retirement benefits, other than statutory superannuation, for Non-Executive Directors of the Company.

In accordance with Group policy, participants in equity-based remuneration plans are not permitted to enter into any transactions that would limit the economic risk of options or other unvested entitlements. Details of this restriction can be found in the Securities Trading Policy on the Company's corporate website.

Related Documents
Download Corporate Governance DocumentationHR & Remuneration Committee Charter
Group Remuneration Policy
Securities Trading Policy
Share Trading Closed Periods