MIRVAC gRoup AnnuAl RepoRt 2012 - Mirvac - Mirvac Group

More documents

Recommendations

Info

DIReCtoRs’ RepoRt 7 non-eXecutive DiRectoRs’ ReMuneRAtion / continueD b) total remuneration for non-executive Directors Short-term benefits Post-employment Cash salary and fees Super contributions Total year $ $ $ non-executive Directors James MacKenzie 2012 464,225 15,775 480,000 2011 464,801 15,199 480,000 Marina Darling 1 2012 75,219 6,770 81,989 Peter hawkins 2012 205,873 15,775 221,648 2011 199,801 15,199 215,000 James Millar AM 2012 219,225 35,775 255,000 2011 176,681 38,773 215,454 Penny Morris 2 2012 74,629 6,371 81,000 2011 167,847 38,566 206,413 John Mulcahy 2012 184,225 15,775 200,000 2011 184,801 15,199 200,000 John Peters 3 2012 110,729 9,672 120,401 elana Rubin 4 2012 184,225 15,775 200,000 2011 111,210 9,684 120,894 total 2012 1,518,350 121,688 1,640,038 2011 1,305,141 132,620 1,437,761 1) Marina Darling was appointed a Non-executive Director to the Mirvac Board on 23 January 2012. 2) Penny Morris retired as Non-executive Director on 17 November 2011. 3) John Peters was appointed a Non-executive Director to the Mirvac Board on 17 November 2011. 4) elana Rubin was appointed a Non-executive Director to the Mirvac Board during the year ended 30 June 2011. c) non-executive Director Minimum securityholding guidelines In order to further strengthen the alignment of interests between Non-executive Directors and securityholders, Fy12 saw the introduction of Minimum Securityholding Guidelines. under the guidelines, each Non-executive Director will be required to hold a minimum shareholding of 25,000 Mirvac stapled securities. The securities can be acquired over a two year period. 8 ADDitionAl infoRMAtion a) previous lti plans closed for new grants Mirvac’s LTI plans have changed over time to align with market practice, while continuing to support Mirvac’s business strategy. The following table sets out Mirvac’s historic LTI plans that are no longer used for new LTI grants (that is, all LTI plans other than the LTP plan). Further detail of each legacy plan is also provided below. plan purpose Detail i) executive Retention plan (“eRp”) Interest-free loan program designed to assist in retaining employees critical to Mirvac’s ongoing success. ii) employee Incentive scheme (“eIs”) Designed to share the benefits of the Group’s performance through the provision of loans to purchase Mirvac stapled securities. iii) long term Incentive plan (“ltIp”) Loan which was applied to fund the acquisition of Mirvac’s securities at market value. iv) executive Incentive program (“eIp”) Interest-free loan program designed to assist in retaining employees critical to Mirvac’s ongoing success. 22 mirvac group annual report 2012 No further awards will be made under this program, consistent with Mirvac’s intention to eliminate the use of loan plans as part of employee reward. Closed to new participants as no longer considered to be consistent with market practice. Closed to new participants. Two performance conditions for vesting Relative TSR and absolute ePS growth. Closed to new participants as no longer considered to be consistent with market practice.
8 ADDitionAl infoRMAtion / continueD Further detail of these plans follows. i) eRp A small number of senior executives were invited to participate in the eRP. while the loans under this program were offered during the year ended 30 June 2009, some of the loan amounts were drawn down in the year ended 30 June 2010. The amounts of the loans range from $500,000 to $2,000,000 and must be secured against property or an unconditional bank guarantee. A progressively increasing forgiveness schedule allows for no more than 50 per cent of the total loan balance in total to be forgiven. The forgiveness schedule for the Managing Director and other executives is set out below: Percentage of loan forgiven Managing Director other executives Anniversary % % 1st 5 5 2nd 10 7.5 3rd 15 10 4th 20 12.5 5th N/A 15 Maximum amount to be forgiven 50 50 The repayment date of the loan is the earlier of one of the following: — 12 months after the participant ceases to be employed by Mirvac; — 12 months after the fourth anniversary of the loan for the Managing Director; or — 12 months after the fifth anniversary of the loan for other participants. The annual retention value to the individual includes amounts forgiven during the year, imputed interest and related FBT. This value is offset against the value of the individual’s LTI grant in each year until the retention program is complete. As such, any retention grant replaces a portion of the LTI award. on termination, no further amounts are forgiven. The following table presents the amounts forgiven during the year ended 30 June 2012 for the Managing Director and other participating executives, together with the outstanding balance at the end of the year: Loan balance Amount forgiven Loan balance Annual 1 July 2011 during year 30 June 2012 retention value executive $ $ $ $ Nicholas Collishaw 1,700,000 300,000 1,400,000 773,283 Andrew Butler 1,750,000 200,000 1,550,000 604,279 Brett Draffen 1,750,000 200,000 1,550,000 497,122 Gary Flowers 1 950,000 75,000 875,000 266,158 Justin Mitchell 1,750,000 200,000 1,550,000 604,279 1) Forgiveness date for Gary Flowers is 1 July. Therefore, his loan balance reduced from $950,000 to $875,000 on this date. ii) eIs until 2006, Mirvac’s long-term variable remuneration scheme for employees was the eIS. open to all permanent employees, allocations were made annually, were unrestricted and fully vested on allotment. existing arrangements remain in place until all current loans are repaid. The loans were repayable via distributions received on the securities or upon their sale. If an employee resigns or is dismissed, the outstanding loan balance must be paid when employment ceases. In the event of redundancy, retirement, total and permanent disablement or death, the employee has 12 months after employment ceases in which to repay the loan. If the loan value is greater than the value of the securities when the loan balance is due, the remaining balance is written off and the securities are forfeited. The eIS is closed to new participants and will be run down until all loans under it are extinguished. mirvac group annual report 2012 iii) ltIp The LTIP was introduced in 2006 and approved by securityholders at the 2006 AGM. At this time, loan-funded incentive plans were common for entities with stapled securities due to the prevailing tax rules. Participation in the plan was open to the Managing Director, other executive Directors, other executives and eligible employees. Participants were offered an interest-free loan which was applied to fund the acquisition of Mirvac’s stapled securities at market value. The term of the loan is eight years. Any loan balance outstanding at the end of the eighth year must be repaid at that time. The loan is reduced annually by applying the post-tax amounts of any distributions paid by Mirvac to the outstanding principal. The loans are interest free and nonrecourse over their term. Two performance conditions had to be met before the securities vested in full: Relative TSR and ePS growth. The satisfaction of each condition was given an equal weighting in terms of the total number of securities that may vest (that is, 50 per cent of the total securities held by a participant was subject to each performance condition). 23
Page 1 and 2: y mirvac MIRVAC gRoup AnnuAl RepoRt
Page 3 and 4: DIReCtoRs’ RepoRt The Directors o
Page 5 and 6: cApitAl MAnAgeMent AnD funDing For
Page 7 and 8: opeRAtionAl highlights AnD Division
Page 9 and 10: enviRonMentAl RegulAtions / continu
Page 11 and 12: ReMuneRAtion RepoRt / continueD The
Page 13 and 14: 2 AlignMent of ReMuneRAtion stRAteg
Page 15 and 16: 4 ReMuneRAtion coMponents AnD outco
Page 21 and 22: Operating earnings ($m) 4 ReMuneRAt
Page 23: 6 seRvice AgReeMents foR elt MeMbeR
Page 27 and 28: 8 ADDitionAl infoRMAtion / continue
Page 29 and 30: AuDItoR’s InDepenDenCe DeClARAtIo
Page 31 and 32: 3 pRinciple 2: stRuctuRe the boARD
Page 33 and 34: 3 pRinciple 2: stRuctuRe the boARD
Page 35 and 36: 4 pRinciple 3: pRoMote ethicAl AnD
Page 37 and 38: 8 pRinciple 7: Recognise AnD MAnAge
Page 39 and 40: 9 pRinciple 8: ReMuneRAte fAiRly An
Page 41 and 42: fInAnCIAl stAteMents 40 Consolidate
Page 43 and 44: ConsolIDAteD stAteMent of CoMpReHen
Page 45 and 46: ConsolIDAteD stAteMent of CHAnges I
Page 47 and 48: notes to tHe ConsolIDAteD fInAnCIAl
Page 49 and 50: 1 suMMARy of significAnt Accounting
Page 59 and 60: 2 cRiticAl Accounting JuDgeMents An
Page 61 and 62: 3 segMentAl infoRMAtion / continueD
Page 63 and 64: 3 segMentAl infoRMAtion / continueD
Page 65 and 66: 5 eXpenses / continueD 2012 2011 pr
Page 67 and 68: 6 incoMe tAX / continueD mirvac gro
Page 69 and 70: 8 ReceivAbles / continueD d) credit
Page 71 and 72: 13 Assets clAssifieD As helD foR sA
Page 73 and 74: 16 investMent pRopeRties / continue
Page 75 and 76:
17 pRopeRty, plAnt AnD equipMent /
Page 77 and 78:
20 boRRowings mirvac group annual r
Page 79 and 80:
22 pRovisions mirvac group annual r
Page 81 and 82:
25 ReseRves / continueD mirvac grou
Page 83 and 84:
29 contRolleD entities AnD DeeD of
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
30 investMents in AssociAtes / cont
Page 91 and 92:
31 investMents in Joint ventuRes /
Page 93 and 94:
31 investMents in Joint ventuRes /
Page 95 and 96:
34 KMp / continueD mirvac group ann
Page 97 and 98:
34 KMp / continueD Balance Interest
Page 99 and 100:
35 eMployee benefits / continueD e)
Page 101 and 102:
37 finAnciAl RisK MAnAgeMent / cont
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
40 events occuRRing AfteR the enD o
Page 109 and 110:
InDepenDent AuDItoR’s RepoRt to t
Page 111 and 112:
seCuRItyHolDeR InfoRMAtIon The info
Page 113 and 114:
glossARy of ACRonyMs AAS Australian
show all

MIRVAC gRoup AnnuAl RepoRt 2012 - Mirvac - Mirvac Group

Create successful ePaper yourself

Delete template?

Save as template?