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Directors’ Report<br />
(continued)<br />
Part B: FY2012 remuneration disclosures<br />
a) Who this report covers<br />
The following individuals, being the KMP’s, had the authority and responsibility for planning, directing and<br />
controlling the activities of <strong>AHG</strong> and its controlled entities during the financial year ended 30 June 2012:<br />
Name<br />
Position<br />
Non-executive and executive directors – refer pages 7 to 11 above.<br />
P Mirams<br />
R Nuich<br />
D Rowland<br />
G Kininmont<br />
J Moroney<br />
E Kavanagh<br />
Chief Financial Officer (commenced employment 25 June 2012)<br />
Chief Financial Officer (ceased employment 1 July 2012)<br />
Company Secretary and General Counsel (appointed 11 August 2011)<br />
GM Finance<br />
GM Organisational Effectiveness<br />
Chief Information Officer<br />
b) Remuneration governance<br />
The Remuneration and Nomination Committee is a committee of the Board. It is primarily responsible for<br />
providing recommendations to the Board on:<br />
• remuneration and incentive policies and practices; and<br />
• specific recommendations on remuneration packages and other terms of employment for executive<br />
directors, non-executive directors and certain senior executives.<br />
The Corporate Governance Statement provides further information on the role of this committee. This is<br />
available on <strong>AHG</strong>’s website.<br />
The Managing Director, other executive directors and senior executives do not participate in any decision<br />
relating to their own remuneration.<br />
c) Executive remuneration strategy and structure<br />
Remuneration strategy<br />
The objective of the Group’s executive reward framework is to ensure reward for performance is<br />
competitive and appropriate for the results delivered. The framework aligns executive reward with<br />
achievement of strategic objectives and the creation of value for shareholders, and reflects current market<br />
practice for delivery of reward. The Board aims to ensure that executive reward practices are aligned with<br />
the following key criteria for good reward governance practices such that executive remuneration is:<br />
• competitive and reasonable, enabling the company to attract and retain key talent;<br />
• aligned to the company’s strategic and business objectives, and the creation of shareholder value;<br />
• transparent;<br />
• acceptable to shareholders; and<br />
• aids in capital management needs.<br />
Remuneration structure<br />
During FY2012, the executive remuneration and reward framework provided a mix of fixed and variable<br />
remuneration, and consisted of the following components:<br />
• Fixed remuneration, comprised of base pay, superannuation and benefits;<br />
• Short-term incentives (“STI”); and<br />
• Long-term incentives (“LTI”) for selected executives.<br />
The combination of these components comprised the total remuneration paid to KMP. The Remuneration<br />
and Nomination Committee considers the level of remuneration and incentives to be paid each year.<br />
48<br />
Automotive Holdings Group