PRINCIPLE 8: Remunerate fairly and responsibly
Human Resource and Remuneration Committee
Sally Pitkin (Chair)
Jesse Rogers(appointed as a Director on 23 July 2013)
Keoni Schwartz (appointed as a Director on 23 July 2013)
The Human Resource and Remuneration Committee consists only of Non-Executive Directors and half of the members of the Committee are independent. The Chairman of the Committee is an independent Non-Executive Director. As mentioned previously, the Board considers that the current Committee structure is appropriate in the circumstances.
The Committee may extend an invitation to any person to attend all or part of any meeting of the Committee which it considers appropriate but no member of management may be present when the Committee considers that person's remuneration.
The Human Resource and Remuneration Committee met nine times during the year. Details of these Directors' attendance at Committee meetings are set out in the Directors' Report on page 18.
The main functions of the Committee are to assist the Board in establishing remuneration policies and practices which:
(a) enable the Group to attract and retain Executives and Directors (Executive and Non-Executive) who will create sustainable value for shareholders and other stakeholders;
(b) 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; and
(c) comply with all relevant legislation and regulations including the ASX Listing Rules and Corporations Act 2001.
In particular to:
The Committee reviews and sets key performance indicators (KPI's) relating to financial and non-financial targets for senior management at the commencement of each financial year. These KPI's are evaluated at the end of each reporting period and impact on the discretionary element of the Executive's remuneration. Committee members receive briefings from external remuneration consultants on recent developments on remuneration and related matters.
- review the remuneration for each Executive Director (including base pay, incentive payments, equity awards and retirement or severance benefits), having regard to the Executive remuneration policy and whether in respect of any elements of remuneration any shareholder approvals are required;
- annually appraise the performance of the CEO and provide appropriate Executive development programs;
- review the remuneration (including incentive awards, equity awards and service employment contracts) for the CEO and senior management, to ensure they are consistent with the Executive remuneration policy;
- review Non-Executive Director remuneration with the assistance of external consultants as appropriate;
- review all equity based plans and all cash-based Executive incentive plans;
- engage with and review feedback from shareholders and advisory groups regarding executive remuneration and agree any required actions;
- review the appropriateness of management succession plans;
- review annually the remuneration trends (including major changes in employee benefit structures, philosophies and practices) across the Group in its various regions;
- review policies, reports and performance relating to diversity, conduct and any other Group Human Resource matters; and
- ensure that the Board is aware of all relevant legal requirements regarding disclosure of remuneration.
To view a full copy of the Human Resource & Remuneration Committee Charter, please click on the PDF file:
The Human Resource and Remuneration Committee reports to, and makes recommendations to the full Board in relation to each of its functions.
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 19 - 40.
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 policy can be found in the Securities' Trading Policy .