RFG Annual Report 2007 - Retail Food Group

06/07
Annual Report
18
Retail Food Group Annual Report
Policy and Company performance
The salary and fee structures of the Directors and Senior Management
were set shortly before the initial public offer of the Company in May
2006 having regard to the comparable salary and fee rates in the
industry sector in which the Company operates.
Other than with respect to the appointment of Damien Peters as
CFO on 29 May 2007 the Remuneration Committee did not review
executive remuneration packages during the course of the fi nancial
year. As such no recommendation was made by the Committee
to alter the remuneration structure of any Director or member of
senior management.
The Remuneration Committee intends to review bi-annually and
to measure Director and senior management performance by
reference to the Company’s performance, executive performance
and comparable information from industry sectors.
The performance of Directors and executives will be measured against
agreed criteria and will be based predominantly on the forecast growth
of the economic entity’s profi ts and shareholders’ value. It is proposed
that all incentives will be linked to predetermined performance criteria.
The Board may, however, exercise its discretion in relation to
approving incentives and options, and can recommend changes to
the Committee’s recommendations. Any changes must be referential
to measurable performance criteria. The policy is designed to attract
high caliber executives and reward them for performance that results
in both short and long-term growth in shareholder wealth.
The Company has the ability to, as part of the remuneration of
Directors and executives to allocate and grant options.
The Company in accordance with the terms of its Prospectus dated
9 May 2006 allocated certain options to Directors and executives.
Details of the share options granted to the Directors and the fi ve
highest remunerated executives as during FY2007 have been
disclosed under the heading ‘Share Options’.
Director and executive details
The following persons acted as Directors of the Company during or
since the end of the fi nancial year:
• Tony Alford
• Nigel Nixon
• Colin Archer
• John Cowley.
The fi ve highest remunerated senior management members of the
Company during FY2007 were:
• Gavin Nixon
• Robert Sutherland
• Gary Best
• Anthony Connors
• Gary Alford.
Elements of Director and executive remuneration
Tony Alford, Nigel Nixon and Gary Best have entered into executive
employment contracts with the Company. Each agreement is for a
term of three years and can be terminated by the Company on six
months notice and by the executive on three months notice. No
Director or executive is eligible for a termination payment other than in
circumstances where the parties agree to same in lieu of the required
notice of termination.
The remuneration packages for Directors and executives generally
contain the following key elements:
• Short-term benefi ts—fi xed salary/fees and in some instances
fi xed annual increases of 5%, and other benefi ts including mobile
telephone subsidy;
• Post-employment benefi ts—superannuation;
• Provision for long service leave and annual leave; and
• Equity—share options granted under the Executive Share
Option Plan.
The employment specifi cs of the Directors and fi ve highest
remunerated executives are as follows:
Tony Alford
The contract of employment entered into with RFGA Management
Pty Ltd requires the employee to give a minimum of three months
notice to the employer. RFGA Management Pty Ltd may terminate
the employee by giving at least six months notice or payment of the
equivalent salary of the required notice in lieu.
Nigel Nixon
The contract of employment entered into with RFGA Management
Pty Ltd requires the employee to give a minimum of three months
notice to the employer. RFGA Management Pty Ltd may terminate
the employee by giving at least six months notice or payment of the
equivalent salary of the required notice in lieu.
John Cowley
No employment contract has been entered into with the Company.
Colin Archer
The letter of appointment entered into with Retail Food Group Limited
requires the Director to give notice of resignation in accordance
with the Company’s Constitution. Retail Food Group Limited may
also terminate the Director’s appointment in accordance with the
Company’s Constitution.
Gary Best
The contract of employment entered into with RFGA Management
Pty Ltd requires the employee to give a minimum of three months
notice to the employer. RFGA Management Pty Ltd may terminate
the employee by giving at least six months notice or payment of the
equivalent salary of the required notice in lieu.
Mark Connors
No employment contract has been entered into with the Company.
Gary Alford
No employment contract has been entered into with the Company.
Gavin Nixon
No employment contract has been entered into with the Company.
Robert Sutherland
No employment contract has been entered into with the Company.