AWB Limited - 2004 Annual Report

DIRECTORS' REPORT (continued)
DIRECTORS' AND OTHER OFFICERS' EMOLUMENTS (continued)
Emoluments of executives of AWB Limited
Short-term Amortised value Retention, termination
Base fee Superannuation incentive of performance and retirement
(2002/03 year) (a) rights issued (b) Other (c) benefits (d)
$ $ $ $ $ $
Richard Fuller 259,895 11,148 – 11,446 23,153 –
Peter Geary 418,828 35,138 – 20,603 30,273 –
Jill Gillingham 413,751 67,000 – 20,603 4,566 –
Paul Ingleby 616,520 11,148 – 34,325 26,984 –
Marcus Kennedy 412,520 11,148 – 11,910 68,816 –
John Maher 334,551 20,436 – – 18,913 125,000
Sarah Scales 435,415 11,437 – 17,503 7,168 –
Charles Stott 414,836 11,148 – 16,489 4,566 –
Michael Thomas 338,219 35,000 – 4,254 – –
Mark Allison 84,023 12,582 – – 26,946 875,326
Total 3,728,558 226,185 – 137,133 211,385 1,000,326
Notes:
The terms 'director' and 'officer' have been treated as mutually exclusive for the purposes of this disclosure.
(a) The short-term incentive (STI) component of remuneration in 2004 relates to performance incentives that would have been paid in the current
financial year. Cash and long-term incentive payments are granted annually, after the end of the year. The grant date is tied to the performance
appraisal, which, for the prior year, was completed after 30 September 2003. The specific service and performance criteria are set out earlier in this
report. During this reporting period, no incentives were paid to executives. The STI program was suspended in relation to the 2003 financial year
in recognition of the very tough operating conditions encountered during that period. An accrual has been made in the financial statements, based
on an estimate of the incentives to be paid in respect of the year ended 30 September 2004. The actual incentives to be paid have not been
determined at the date of this report, but are estimated to be in the order of $1.8 million. These incentives will be disclosed as remuneration in the
2005 financial report.
(b) The fair value of the performance rights is calculated at the date of grant using a Black–Scholes model and allocated to each reporting period
evenly over the period from grant date to vesting date. The value disclosed above is the portion of the fair value of all the performance rights that
have been granted.
The following factors and assumptions were used in determining the fair value of performance rights on grant date:
Fair value per Exercise Price of shares Estimated Risk free Dividend
Grant date Expiry date performance right price (i) on grant date volatility interest rate yield
1 October 2001 1 October 2005 $2.61 $1.00 $3.39 14% 5.5% 6.5%
1 October 2002 1 October 2006 $2.59 $1.00 $3.47 14% 5.3% 7.2%
1 October 2003 1 October 2007 $3.01 $1.00 $3.90 13% 5.3% 6.4%
(i) The total consideration payable on the exercise of any performance rights on a particular day will be one dollar in total (irrespective of the number
of rights exercised on that day).
Estimated volatility approximates historic volatility. The estimated life of all performance rights granted is four years. The value of performance
rights at grant date are therefore amortised over four years. Based on the formula inputs, the percentages used to determine the number of rights
from 2001, 2002 and 2003 to vest were 64%, 54% and 0% respectively. Each performance right entitles the holder to purchase one ordinary B class
share in the company.
Performance rights do not vest until three years after grant date and thereafter exercise is conditional on the consolidated entity achieving certain
performance hurdles. The performance rights are issued at no cost and become exercisable depending on the performance of the company (based on
total shareholder return) relative to the performance of the S&P/ASX200.
The expiry date disclosed is one year after vesting date, given that while the performance rights expire 10 years after the grant date, the expected
expiry of the performance rights is at this time.
Directors are not entitled to participate in performance rights plans.
Further details of performance rights granted are set out under “Performance rights granted to senior executives” below.
(c) “Other” emoluments in the case of executives, includes motor vehicles, housing benefits and other allowances subject to fringe benefits tax.
(d) A termination payment was made to the former Managing Director of Landmark, Mark Allison (resigned 27 November 2003). A retention
payment was made to Mr Maher following the acquisition of Landmark.
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