ASX ANNOUNCEMENT Bega Cheese Limited ... - Open Briefing

More documents

Recommendations

Info

Directors’ Report (cont.) Year Ended 30 June 2011 Rounding of Amounts The Group is of a kind referred to Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the Directors’ report. Amounts in the Directors’ report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. Meetings of Directors and Board Committees The following table sets out the number of Board, Audit and Risk Committee and Communications Committee meetings held during the year ended 30 June 2011 and the number of meetings attended by each eligible Director and other members: Meetings of the Board of Directors Held and Eligible Attended Barry Irvin 27 27 Max Roberts 28 26 Richard Parbery 28 27 Tom D'Arcy 28 28 Richard Platts 28 28 Max Roberts and Richard Parbery gave apologies in advance of the meetings they were unable to attend. Peter Margin joined the Board of Directors on 27 June 2011 which was after the last Board Meeting for the year ended 30 June 2011. Meetings of the Audit and Risk Committee (1) Held and Eligible (3) Attended Richard Parbery 12 12 Tom D’Arcy 12 12 Brett Kelly - Company Secretary (2) 12 12 (1) At a meeting of the Board of Directors on 10 May 2011 a new charter was adopted and the name of the Finance Committee was changed to the Audit and Risk Committee. The above table summarises attendance for both committees. (2) Brett Kelly resigned from the Committee on 21 July 2011. (3) Peter Margin joined the Audit and Risk Committee on 29 August 2011, which was after the last meeting of the 30 June 2011 year. Meetings of the Communications Committee Held and Eligible Attended Max Roberts 3 3 Richard Platts 3 3 Ken Garner - Senior Manager - Milk Supply & Farm Services 3 3 The first meeting of the Nomination and Remuneration Committee took place after 30 June 2011. Bega Cheese Limited 2011 Annual Report 10
Directors’ Report (cont.) Year Ended 30 June 2011 Remuneration Report This report sets out the remuneration of the Executive Chairman, CEO and other key management personnel of the Group, being the executives accountable for planning, directing and controlling the affairs of the Group, covering the financial year to 30 June 2011. This report also addresses the remuneration of the non-executive Directors of the Company, being those Directors who do not hold executive responsibilities. The remuneration of non-executive Directors is determined by reference to the Constitution in place as at 30 June 2011. During the year ended 30 June 2011, the Board was responsible for all matters relating to the appointment and remuneration of senior executives. Subsequent to 30 June 2011 the Board established a Nomination and Remuneration Committee, under a formal charter to assist the Board in relation to its responsibilities in identifying, attracting and remunerating directors and senior executives. This Committee will make recommendations to the Board in relation to remuneration principles and procedures for employees of the Company and provide guidance to the Executive Chairman and CEO in implementing decisions of the Board in relation to remuneration and strategic development in the year ending 30 June 2012 and beyond. The Nomination and Remuneration Committee did not have any involvement in executive remuneration during the year ended 30 June 2011. Appointment of the Most Senior Management Position in the Company The Board is responsible for the appointment of the most senior management position in the Company. During the period from 1 July 2010 until 9 May 2011, Barry Irvin held the position of Executive Chairman of the Company, which included responsibilities of the CEO. On 10 May 2011, the Board appointed Aidan Coleman as CEO at which time Barry Irvin’s Executive Chairman’s role was modified to accommodate the appointment of a dedicated CEO. Aidan Coleman’s appointment was the culmination of a process initiated and stewarded by the Board. This process included the development of clear position and performance guidelines for the CEO role, as well as the any resultant impact on and changes to the role of Executive Chairman. In particular, the structure, responsibilities and remuneration of both roles were reviewed and finalised with input from external organisational and remuneration specialists who are familiar with the Group (Hewitt Australia Pty Ltd). This included consideration of the anticipated IPO of Bega Cheese early in the 2011/12 financial year and the proposed purchase of the remaining 30% of Tatura Milk. General Remuneration Guidelines – Year Ended 30 June 2011 The Board, Executive Chairman and CEO of the Company were responsible for the remuneration principles and procedures for employees of the Company. The Tatura Milk Board and CEO/Executive General Manager were responsible for the remuneration principles and procedures for employees of Tatura Milk. Whilst the Company controls Tatura Milk, Bega Cheese leaves control of the day to day operations, the human resources function and the specific remuneration strategies to the Tatura Milk Board (which is controlled by Bega Cheese nominated Directors) and senior management of Tatura Milk. The key remuneration guidelines which apply to the Company and Tatura Milk are summarised below. Remuneration of the Executive Chairman of Bega Cheese The Board has determined that remuneration of the Executive Chairman would be split as to his responsibilities as Chairman of the Board and as to his responsibilities as the most senior executive of the Company. The Board has taken independent advice in determining the remuneration of the Executive Chairman and excluded the Executive Chairman where appropriate from its deliberations in relation to the remuneration which should be applied. Bega Cheese Limited 2011 Annual Report 11
Page 1 and 2: ASX ANNOUNCEMENT Bega Cheese Limite
Page 3 and 4: Corporate Directory Bega Cheese Lim
Page 5 and 6: Executive Chairman’s Review Year
Page 7 and 8: Chief Executive Officer’s Review
Page 9 and 10: Directors’ Report Year Ended 30 J
Page 11 and 12: Directors’ Report (cont.) Year En
Page 13: Directors’ Report (cont.) Year En
Page 25 and 26: Auditors Independence Declaration Y
Page 27 and 28: Corporate Governance Statement (con
Page 29 and 30: Corporate Governance Statement (con
Page 31 and 32: Financial Statements Year Ended 30
Page 65 and 66:
Financial Statements Year Ended 30
Page 67 and 68:
Page 69 and 70:
Page 71 and 72:
Directors’ Declaration Year Ended
Page 73 and 74:
Independent Auditor’s Report (con
Page 75 and 76:
Shareholder Information (cont.) Yea
show all

ASX ANNOUNCEMENT Bega Cheese Limited ... - Open Briefing

Create successful ePaper yourself

Delete template?

Save as template?