Download - AHG Limited

More documents

Recommendations

Info

Directors’ Report (continued) Part B: FY2012 remuneration disclosures a) Who this report covers The following individuals, being the KMP’s, had the authority and responsibility for planning, directing and controlling the activities of AHG and its controlled entities during the financial year ended 30 June 2012: Name Position Non-executive and executive directors – refer pages 7 to 11 above. P Mirams R Nuich D Rowland G Kininmont J Moroney E Kavanagh Chief Financial Officer (commenced employment 25 June 2012) Chief Financial Officer (ceased employment 1 July 2012) Company Secretary and General Counsel (appointed 11 August 2011) GM Finance GM Organisational Effectiveness Chief Information Officer b) Remuneration governance The Remuneration and Nomination Committee is a committee of the Board. It is primarily responsible for providing recommendations to the Board on: • remuneration and incentive policies and practices; and • specific recommendations on remuneration packages and other terms of employment for executive directors, non-executive directors and certain senior executives. The Corporate Governance Statement provides further information on the role of this committee. This is available on AHG’s website. The Managing Director, other executive directors and senior executives do not participate in any decision relating to their own remuneration. c) Executive remuneration strategy and structure Remuneration strategy The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and reflects current market practice for delivery of reward. The Board aims to ensure that executive reward practices are aligned with the following key criteria for good reward governance practices such that executive remuneration is: • competitive and reasonable, enabling the company to attract and retain key talent; • aligned to the company’s strategic and business objectives, and the creation of shareholder value; • transparent; • acceptable to shareholders; and • aids in capital management needs. Remuneration structure During FY2012, the executive remuneration and reward framework provided a mix of fixed and variable remuneration, and consisted of the following components: • Fixed remuneration, comprised of base pay, superannuation and benefits; • Short-term incentives (“STI”); and • Long-term incentives (“LTI”) for selected executives. The combination of these components comprised the total remuneration paid to KMP. The Remuneration and Nomination Committee considers the level of remuneration and incentives to be paid each year. 48 Automotive Holdings Group
2012 Annual Report For the year ended June 2012 Remuneration mixes In accordance with the Company’s objective to ensure that executive remuneration is aligned to company performance, a significant portion of executives’ target remuneration is “at risk”. The relative proportion of target FY2012 total remuneration packages split between fixed and variable remuneration is shown below: 100% 80% 60% 15% 46% 3% 25% 40% 20% 0% 39% 72% LTI STI Managing Director Senior Executives Fixed * Average target remuneration mix of Senior Executives The Managing Director’s remuneration for FY2012 was based on the terms of a 3 year contract with FY2012 being the last year of that contract. Fixed remuneration The remuneration packages for the Managing Director, other executive directors and senior executives contain a fixed component that is not performance-linked. Fixed remuneration generally consists of base pay and benefits such as motor vehicles and life insurance, as well as employer contributions to superannuation funds. The Company makes superannuation contributions to meet the minimum level of superannuation contributions required under any applicable legislation. Fixed remuneration for senior executives is determined by the scope of their respective positions, and the knowledge, experience and skills required to perform their roles. The Remuneration and Nomination Committee reviews base pay for executives on an annual basis through a remuneration review process that considers individual, business unit and overall Company performance. There is no guaranteed base pay increases included in any executives’ contracts. Short-term incentives (“STI”) During FY2012, the executives were entitled to STI that was payable on the fulfilment of certain financial and non-financial criteria. The bonuses earned during FY2012 are payable in cash by 30 September 2012. It was envisaged that use of a profit target would ensure that a reward was made available to executives when value was created for shareholders, and when profit was consistent with the business plan. Details of actual STI bonus amounts payable to each executive is set out under the Details of remuneration for FY2012 section below. Details of AHG’s financial performance is set out under the Link between performance and remuneration outcomes section below. Each year, the Remuneration and Nomination Committee considers the appropriate financial and nonfinancial metrics for the STI plan and the level of payout if these metrics are met. This includes setting any caps on the maximum payout under the STI plan, and minimum performance levels required to trigger payment of STIs. Automotive Holdings Group 49
Page 1 and 2: automotive holdings group
Page 3 and 4: 2012 Annual Report For the year end
Page 9 and 10: Managing Director’s Review The 20
Page 19 and 20: AHG Vision 2012 Annual Report For t
Page 31 and 32: Annual Financial Report 30 June 201
Page 49: 2012 Annual Report For the year end
Page 101 and 102:
2012 Annual Report For the year end
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
show all

Download - AHG Limited

Create successful ePaper yourself

Delete template?

Save as template?