annual report 2011

IOOF | annual report 2011
Share options that do not vest will lapse and not be retested. Consistent with the Company’s hedging policy, Mr Kelaher will be
prohibited from entering into hedging arrangements in respect of unvested share options.
Upon exercise of the share options (including payment of the exercise price) Mr Kelaher will be allocated one ordinary share in the
Company for each option exercised. Shares allocated to Mr Kelaher will rank equally with all other ordinary shares on issue. Any dealing
in shares resulting from share options that have been exercised will be subject to IOOF’s Securities and Insider Trading Policy.
UNPAT Earning Per Share
60
55
50
45
40
35
30
25
20
2009/10
2010/11
2011/12
2012/13
2009 AGM Approved Targets 2010 AGM Approved Targets ACTUAL UNPAT EPS
Change of control and cessation of employment
The Board has determined that, if there is a change of control,
any unvested LTIs may vest subject to the approval of the
Board. If the Board so determines, any unvested performance
rights and share options may become exercisable.
Except where employment is terminated for serious
misconduct, Mr Kelaher may be entitled to receive any LTIs
that have vested as at the date of termination. On cessation of
employment, unvested LTIs will be dealt with as follows:
Reason for termination
Termination of employment
by IOOF by notice
Termination of employment
by IOOF for cause
Resignation by Mr Kelaher
Dismissal for serious
misconduct (eg fraud)
Treatment of unvested LTIs
The Board has discretion to waive
the performance hurdles or
determine that the proportion (if
any) of unvested LTIs that will vest
Unvested performance rights and
share options are forfeited
The Board has discretion to waive
the performance hurdles or
determine that the proportion (if
any) of unvested LTIs that will vest
Unvested performance rights and
share options are forfeited
Remuneration for the Year Ended 30 June 2012
The Board, on the advice of the Remuneration and
Nominations Committee has increased the Managing
Director’s fixed annual remuneration to $1,090,000 (including
$65,000 Directors fees paid from DKN Financial Group Ltd)
for the year to 30 June 2012. The Managing Director’s Short
Term Incentive (STI) opportunity for the year to 30 June 2012
has also been increased to 80% of base remuneration from
$680,000 to $870,000. The STI terms will be the same as for
the 2010/11 year, with specific performance hurdles. The STI
deferral arrangements remain unchanged with two thirds of
the STI award to be paid in cash shortly after the performance
assessment has been completed at year end, and one third will
be used to purchase company shares which will vest in
July 2013 after a “look back” review in June 2013.
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