Brambles 2006 Annual Report - Alle jaarverslagen

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Brambles
2006 Annual Report
Glossary of terms (in addition to main glossary on page 171)
At Risk
Disclosable Executives
Fixed
Group
Key Management
Personnel
KPIs
Mitigate Loss on
Termination
Brambles Limited
Other Senior Executives
TSR
Elements of remuneration which are linked to performance
Those executives whose details are required to be disclosed in this report, being Key
Management Personnel and Other Senior Executives
Those elements of remuneration (generally consisting of base salary & benefits) which
are not linked to performance
The Brambles Group of companies comprising BIL, BIP and their subsidiary and joint
venture companies
Those persons having authority and responsibility for planning, directing and controlling
the activities of the Group, and who have been a member of the Executive Committee
of Brambles for some or all of the Year
Key Performance Indicators or metrics, performance against which determines the size
of STI Cash Awards
A contractual provision under which any termination payments made would be reduced by
any value to be received under any new employment
The new single holding company, under which, if unification of the DLC proceeds, the
existing DLC structure will be held. Brambles Limited will have a primary listing on the ASX
and a secondary listing on the LSE
The five most highly paid executives of each of the Group and the BIL parent company
Total Shareholder Return, which measures the return to shareholders from any growth
in a company’s share price and dividends reinvested over a specified period
2001 Option Plans The Brambles Industries Limited 2001 Executive Share Option Plan, and the Brambles
Industries plc 2001 Executive Share Option Plan
2001 Share Plans The Brambles Industries Limited 2001 Executive Performance Share Plan, and the Brambles
Industries plc 2001 Executive Performance Share Plan
2004 Share Plans The Brambles Industries Limited 2004 Performance Share Plan, and the Brambles Industries
plc 2004 Performance Share Plan
1. Remuneration Committee
The Remuneration Committee (Committee) operates
under delegated authority from the Boards of Directors
of BIL and BIP (Board). Its activities are governed by
terms of reference, available on the Brambles website
www.brambles.com. The Committee’s responsibilities
include: recommending overall remuneration policy to
the Board; approving the remuneration arrangements for
both the Executive Directors and the Company Secretary;
and reviewing the remuneration policy and individual
arrangements for other senior managers.
The current members of the Committee are Mr Luke
Mayhew (Chairman), Mr Mark Burrows and Mr Jacques
Nasser AO, all of whom are independent Non-executive
Directors. Sir David Lees retired as Chairman and a
member of the Committee on 31 August 2005.
The Committee is required to meet at least twice a year,
and met on eight occasions during the financial year ended
30 June 2006 (Year). The Chairman of the Board, Chief
Executive Officer and the Senior Vice President – Human
Resources attended meetings by invitation and assisted
the Committee in its deliberations, but not when their own
remuneration arrangements were discussed.
Deloitte & Touche LLP (Deloitte) were appointed by the
Committee as its principal advisers, providing market
information and general remuneration advice. A full list
of the advisers who provided data or consulting services
to the Committee during the Year, together with details
of other services provided by them to the Group, can be
found on the Brambles website www.brambles.com.
2. Remuneration policy and structure
The Board aims to have in place a remuneration policy for
the Group which is consistent with its business objectives,
and which can: attract and retain high calibre executives;
align executive rewards with the creation of shareholder
value; and motivate executives to achieve challenging
performance levels.
It is the Group’s policy that service contracts for senior
managers (including the Company Secretary) should have
no fixed term, but should be capable of termination on a
maximum of 12 months’ notice, with the Group retaining
the right to terminate the contract immediately, by making
a payment equal to no more than 12 months’ pay in lieu of
notice. Some executives (but not the Executive Directors)
have pre-existing service contracts that contain notice