MIRVAC gRoup AnnuAl RepoRt 2012 - Mirvac - Mirvac Group

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DIReCtoRs’ RepoRt infoRMAtion on DiRectoRs / continueD John peters, BArch, Adv Dip BCM, ARAIA, MAIPM, GAICD — Independent Non-executive Member of the audit, risk and compliance committee John Peters was appointed a Non-executive Director of Mirvac on 17 November 2011. John brings to the Board 35 years experience in architectural design, project management, property development and property management. For the last 16 years, John has been the principal of a private property development company focused on substantial mixed use developments and redevelopments in South east queensland. During this period, he has also consulted to various investors and other financial stakeholders in several queensland development projects. Prior to this, John was with Lend Lease for 14 years, where he was queensland Manager Lend Lease Development, and Director, Lend Lease Commercial. company secretary Margaret Mezrani, LLB, FCIS, FCSA Margaret Mezrani was appointed Company Secretary in November 2011 after joining Mirvac in February 2011. Margaret has had over 15 years experience as a company secretary in listed and unlisted companies, including onePath wealth Management (formerly ING Australia Group), MLC wealth Management Group, Promina Group and westpac Banking Corporation. Meetings of DiRectoRs The number of meetings of the Board of Directors and of each Board standing committee of which the relevant Director was a member held during the year ended 30 June 2012 and the number of meetings attended by each Director are detailed below: Audit, risk and human compliance resources Board committee committee Nomination Board committee 1 (“ARCC”) (“hRC”) committee Director A B A B A B A B A B James MacKenzie 16 16 3 3 7 7 6 6 3 3 Nicholas Collishaw 16 16 4 4 — — — — — — Marina Darling 2 6 6 — — — — 2 2 — — Peter hawkins 16 16 — — 7 7 6 6 3 3 James Millar AM 16 16 2 2 7 7 6 6 — — Penny Morris 3 6 6 — — — — 2 2 — — John Mulcahy 16 16 — — 7 7 6 6 3 3 John Peters 4 10 10 — — 2 2 — — — — elana Rubin 16 16 — — 7 7 — — 3 3 1) Committees of the Board established to deal with particular purposes during the year. 2) Appointed as a Director on 23 January 2012 and appointed as a member of the hRC on 24 January 2012. 3) Retired as a Director on 17 November 2011. 4) Appointed as a Director on 17 November 2011 and appointed as a member of the ARCC on 20 February 2012. A) Indicates number of meetings attended during the period the Director was a member of the Board or Committee. B) Indicates the number of meetings held during the period the Director was a member of the Board or Committee. ReMuneRAtion RepoRt The remuneration report comprises the following sections: 1 highlights for the year ended 30 June 2012 2 Alignment of remuneration strategy and business strategy 3 Mirvac’s approach to executive remuneration design 4 Remuneration components and outcomes for the executive Leadership Team 5 Five year snapshot of business and executive remuneration outcomes 6 Service agreements for the executive Leadership Team 7 Non-executive Directors’ remuneration 8 Additional information This report covers the key management personnel (“KMP”) of Mirvac. KMP are those people with authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly. In essence, the KMP are responsible for determining and executing Mirvac’s strategy. For Mirvac, the KMP are: — members of the executive Leadership Team (“eLT”); and — Non-executive Directors. For the year ended 30 June 2012, the eLT comprised: — Managing Director — Nicholas Collishaw; — Chief executive officer — Investment — Andrew Butler; — Chief executive officer — Development — Brett Draffen; — Chief operating officer — Gary Flowers; and — Chief Financial officer — Justin Mitchell. 08 mirvac group annual report 2012
ReMuneRAtion RepoRt / continueD The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001. 1 highlights foR the yeAR enDeD 30 June 2012 (“fy12”) fixed remuneration 1 In accordance with its market positioning strategy, Mirvac assessed the remuneration levels and mix for members of the eLT and identified where adjustments were appropriate based on current market benchmarking. As a result, some members of the eLT will have their fixed remuneration reduced effective 1 July 2012. short-term incentives (“sti”) 2 To ensure that the STI pool was appropriately aligned to Mirvac’s strategic drivers, Mirvac continued with its balanced scorecard of measures for determining the STI pool for the year ended 30 June 2012. mirvac group annual report 2012 3 The Fy12 STI pool was larger than the STI pool in Fy11. This was largely due to Mirvac exceeding threshold performance levels on the return on assets and customer/ investor satisfaction measures in Fy12. long-term incentives (“lti”) 4 The three year performance period for the LTI grants made during the year ended 30 June 2010 finished on 30 June 2012. In total, 37.5% the performance rights from this grant vested as the relative total securityholder return (“TSR”) performance hurdle was met. introduction of Minimum securityholding guidelines Rebalancing remuneration components 5 Consistent with the intention stated in the 2011 Remuneration Report, two performance measures will be applied to the LTI grants made in the year ended 30 June 2012: 50 per cent of the LTI allocation will be tested against a Relative TSR hurdle and 50 per cent against a return on equity (“Roe”) hurdle. These two performance measures will also be retained for the Fy13 LTP grants. 6 The hRC approved the Minimum Securityholding Guidelines for the Managing Director (100 per cent of fixed remuneration) and his direct reports (50 per cent of fixed remuneration), in order to further align the interests of the eLT with the interests of securityholders. executives covered by the guidelines will have five years to build up their securityholding to the minimum level. 7 The hRC also approved the introduction of Minimum Securityholding Guidelines for Non-executive Directors. under the guidelines, each Non-executive Director will be required to hold a minimum of 25,000 Mirvac stapled securities. Non-executive Directors will have two years to build up their securityholding to the minimum level. 8 To support the Minimum Securityholding Guidelines, commencing from Fy13 25 per cent of STI awards for eLT members will be delivered in the form of Mirvac securities (with the remainder paid in cash). while there is no set deferral period for securities granted under the STI plan, members of the eLT will be expected to retain their securities until they satisfy the Minimum Securityholding Guidelines. The combination of the Minimum Securityholding Guidelines and the payment of STI in the form of equity will reinforce the alignment between executive and securityholder interests and focus the eLT on delivering consistently strong performance across the business cycle. 9 To recognise the acceptance of reduced fixed remuneration by some eLT members, the affected executives will receive increased LTI awards in the Fy13 and Fy14 grants. These additional awards will be “at risk” to the executive and subject to applicable performance hurdles and service conditions. non-executive Director fees 10 The maximum aggregate Non-executive Director remuneration for Fy12 remained unchanged from the $1.95m limit approved by securityholders at the 2009 Mirvac Annual General Meeting/General Meeting (“AGM”). No increase to this maximum remuneration amount is proposed for Fy13. 2 AlignMent of ReMuneRAtion stRAtegy AnD business stRAtegy Mirvac’s remuneration strategy is designed to support and reinforce its business strategy. linking the at-risk components of remuneration (that is, our sti and lti schemes) to the drivers that support the business strategy ensures that remuneration outcomes for executives are aligned with the creation of sustainable value for securityholders. Mirvac’s remuneration arrangements support its strategic vision of being a globally recognised leader in real estate investment and development. The Board has identified drivers that are critical to the achievement of this strategic vision, being: 1 financial performance and capital efficiency; 2 customer and investor satisfaction; 3 employee engagement; and 4 health, safety environment and sustainability (“hSe&S”) excellence. The at-risk components of executive reward are directly tied to these four strategic drivers, as shown in the following diagram. This is intended to motivate executives to focus on the areas the Board has identified as most important for delivering the business strategy. Actual remuneration outcomes for executives are directly affected by, and aligned with, Group performance in these areas. 09
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MIRVAC gRoup AnnuAl RepoRt 2012 - Mirvac - Mirvac Group

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