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Corporate Governance Remuneration

PRINCIPLE 8: Remunerate fairly and responsibly

Human Resource and Remuneration Committee
Committee Members as at 30 June 2014

Sally Pitkin (Chair)
Howard Mowlem
Jason Mozingo
Ian Pollard
Matthew Wilson

The Human Resource and Remuneration Committee consists only of Non-Executive Directors and, since 29 May 2014, the Committee has been comprised of a majority of independent members. The Chair of the Committee is an independent Non-Executive Director. Throughout the financial year ended 30 June 2014 there have been at least 3 members on the Committee.

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 four times during the year. Details of these Directors' attendance at Committee meetings are set out in the Directors' Report on page 19.

The main functions of the Committee are to assist the Board in establishing human resource and 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 within Australia and any other geographic locations where the Group has operations;
    (c) link reward to the creation of value for shareholders; and
    (d) comply with all relevant legislation and regulations including the Corporations Act 2001, the ASX Listing Rules and the ASX Recommendations,

in particular to:

  • 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;
  • review whether there is any gender or other inappropriate bias in remuneration for Executive Directors, CEO and CEO direct reports;
  • 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.

The Committee reviews and sets key performance indicators (KPIs) relating to financial and non-financial targets for senior management at the commencement of each financial year. These KPIs are evaluated at the end of each reporting period and impact on the discretionary element of the Executive's remuneration.
To view a full copy of the Human Resource & Remuneration Committee Charter, please click on the PDF file:

HR & REMUNERATION COMMITTEE CHARTER

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 20-46.

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 on the Company's website.

To view a full copy of the Group Remuneration Policy, please click on the PDF file:

GROUP REMUNERATION POLICY

Related Documents
Download Corporate Governance DocumentationHR & Remuneration Committee Charter
Group Remuneration Policy