annual report - Harvey Norman Company Reports & Announcements

More documents

Recommendations

Info

DIRECTOR‟S REPORT (CONTINUED) Remuneration Report (Audited) This remuneration report for the year ended 30 June 2012 outlines the remuneration arrangements of the consolidated entity in accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited as required by section 308(3C) of the Act. The remuneration report details the remuneration arrangements for key management personnel (KMP) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the parent company. For the purposes of this report, the term “executive” includes the Chief Executive Officer (CEO), executive directors and other senior executives of the consolidated entity. The remuneration report is presented under the following sections: Individual key management personnel disclosures Remuneration at a glance Board oversight of remuneration Non-executive director remuneration arrangements Executive remuneration arrangements Company performance and the link to remuneration Executive contractual arrangements Individual Key Management Personnel Disclosures Details of KMP of the Company and consolidated entity are set out below. Key Management Personnel (i) Directors Gerald Harvey Executive Chairman Kay Lesley Page Executive Director and Chief Executive Officer John Evyn Slack-Smith Executive Director and Chief Operating Officer David Matthew Ackery Executive Director Chris Mentis Executive Director, Chief Financial Officer and Company Secretary Christopher Herbert Brown Non-Executive Director Michael John Harvey Non-Executive Director Ian John Norman Non-Executive Director Kenneth William Gunderson-Briggs Non-Executive Director (Independent) Graham Charles Paton AM Non-Executive Director (Independent) (ii) Executives Martin Anderson General Manager – Generic Publications Pty Limited Rodney Orrock General Manager – Domayne Thomas James Scott General Manager – Property Gordon Ian Dingwall Chief Information Officer (appointed 1 December 2011 formerly General Manager – Information Technology) Remuneration At A Glance The remuneration strategy of the consolidated entity is designed to attract, motivate and retain employees and nonexecutive directors (“NEDs”) by identifying and rewarding high performers and recognising the contribution of each employee to the continued growth and success of the consolidated entity. The remuneration policy is to position total employment cost (“TEC”) close to the median of its defined talent market to ensure a competitive offering. There have been no material changes to the short-term incentive bonus plan (“STI”) for the 2012 financial year. For the 2012 performance period, the STI was in the form of a performance cash incentive ("PCI") payment based on attainment of measures including, internal financial budget achievement, operating priorities, retail operations including franchising operations, overseas retail and other non-franchised retail, maintenance and growth of the strategic retail property portfolio and execution of Omni Channel strategic initiatives. In recognition of the performance of the executives during the year, a total of $1,455,000 in PCI was earned by executive directors during the 2012 financial year (2011: $2,250,000). Long-term incentive awards consisting of share options that vest based on attainment of pre-determined performance goals, subject to conditions, are awarded to select executive directors. On 23 November 2010, shareholders of the 19
DIRECTOR‟S REPORT (CONTINUED) Remuneration Report (Audited) (continued) Company in general meeting approved the grant of 3,000,000 options to subscribe for 3,000,000 fully paid ordinary shares in the Company to each of David Matthew Ackery, Chris Mentis and John Evyn Slack-Smith, subject to terms and conditions ("2010 Share Option Plan"). The terms and conditions included the following provisions: (i) up to one third of the options will be granted within seven (7) days of the meeting and will be exercisable between 1 January 2014 and 30 June 2016 (the “First Tranche”); (ii) up to one third of the options will be granted within seven (7) days of the first anniversary of the meeting and will be exercisable between 1 January 2015 and 30 June 2017 (the “Second Tranche”); and (iii) up to one third of the options will be granted within seven (7) days of the second anniversary of the meeting and will be exercisable between 1 January 2016 and 30 June 2018 (the “Third Tranche”). For the 2012 financial year, the Company used a combination of financial and non-financial performance measures for the share option awards pursuant to the 2010 Share Option Plan (“LTI”). During the 2012 financial year, the performance hurdles for the 2012 grant of options pursuant to the 2010 Share Option Plan were partially met and 25.0% of the relevant options in respect of the 2012 financial year was determined to meet the performance conditions, subject to the terms and conditions of the 2010 Share Option Plan, including service conditions. The remuneration of non-executive directors of the Company consists only of directors‟ fees. Director fees were maintained at a similar level to the prior year. Board Oversight of Remuneration Remuneration Committee The remuneration committee is responsible for making recommendations to the board on the remuneration arrangements for executive directors and NEDs. The remuneration committee assesses the appropriateness of the nature and amount of remuneration of NEDs and executives on a periodic basis by reference to relevant employment market conditions, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high performing director and executive team. In determining the level and composition of executive remuneration, the remuneration committee has not engaged external consultants to provide independent advice or make any remuneration recommendation. The remuneration committee comprises three NEDs, two of whom are independent NEDs. Further information on the committee‟s role, responsibilities and membership can be seen at www.harveynormanholdings.com.au. Remuneration Approval Process The board approves the remuneration arrangements of the CEO and executives and all awards made under the LTI, following recommendations from, and certain determinations by, the remuneration committee. The board sets the aggregate remuneration of NEDs, subject to shareholder approval. The remuneration committee approves, having regard to the recommendations made by the CEO, the level of the consolidated entity STI pool, in the form of PCI, for executive directors. No director may participate in deliberations about, or decisions, in respect of the remuneration of that director. Remuneration Strategy The remuneration strategy of the consolidated entity is designed to attract, motivate and retain employees and NEDs by identifying and rewarding high performers and recognising the contribution of each employee to the continued growth and success of the consolidated entity. To this end, key objectives of the reward framework of the consolidated entity are to ensure that remuneration practices: are aligned to the business strategy of the consolidated entity offer competitive remuneration benchmarked against the external market provide strong linkage between individual and consolidated entity performance and rewards align the interests of executive directors with shareholders through the LTI Remuneration Structure In accordance with best practice corporate governance, the structure of NED and executive remuneration is separate and distinct. Non-Executive Director Remuneration Arrangements Remuneration Policy The board seeks to set aggregate remuneration at a level that provides the consolidated entity with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders. 20
Page 1 and 2: 2012 ANNUAL REPORT HOLDINGS LIMITED
Page 3 and 4: 2 Contents Company Information 1 Co
Page 5 and 6: CHAIRMAN‟S REPORT Business Perfor
Page 7 and 8: CHAIRMAN‟S REPORT (CONTINUED) Our
Page 9 and 10: CHAIRMAN‟S REPORT (CONTINUED) Bre
Page 11 and 12: CHAIRMAN‟S REPORT (CONTINUED) Sal
Page 13 and 14: CHAIRMAN‟S REPORT (CONTINUED) Slo
Page 15 and 16: DIRECTOR‟S REPORT Your directors
Page 17 and 18: DIRECTOR‟S REPORT (CONTINUED) Com
Page 19: DIRECTOR‟S REPORT (CONTINUED) Div
Page 23 and 24: DIRECTOR‟S REPORT (CONTINUED) Rem
Page 29 and 30: DIRECTORS‟ REPORT (CONTINUED) Rem
Page 31 and 32: DIRECTORS‟ REPORT (CONTINUED) Rem
Page 33 and 34: DIRECTORS‟ REPORT (CONTINUED) Aud
Page 35 and 36: CORPORATE GOVERNANCE STATEMENT (CON
Page 43 and 44: STATEMENT OF FINANCIAL POSITION AS
Page 45 and 46: STATEMENT OF COMPREHENSIVE INCOME F
Page 47 and 48: STATEMENT OF CHANGES IN EQUITY FOR
Page 49 and 50: STATEMENT OF CASH FLOWS FOR THE YEA
Page 51 and 52: OPERATING SEGMENTS (CONTINUED) Oper
Page 53 and 54: OPERATING SEGMENTS (CONTINUED) OPER
Page 55 and 56: OPERATING SEGMENTS (CONTINUED) Oper
Page 57 and 58: STATEMENT OF SIGNIFICANT ACCOUNTING
Page 71 and 72:
Reference Title Summary Application
Page 73 and 74:
Page 75 and 76:
Page 77 and 78:
NOTES TO THE FINANCIAL STATEMENTS (
Page 79 and 80:
Page 81 and 82:
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139 and 140:
Independent auditor’s report to t
Page 141 and 142:
SHAREHOLDER INFORMATION Distributio
Page 143 and 144:
DIRECTORY OF HARVEY NORMAN, DOMAYNE
Page 145 and 146:
Page 147 and 148:
Page 149 and 150:
show all

annual report - Harvey Norman Company Reports & Announcements

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?