AWB Limited - 2004 Annual Report

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NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2004 24. DIRECTOR AND EXECUTIVE DISCLOSURES (continued) (a) Remuneration of specified directors and specified executives by the consolidated entity (continued) 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. Each performance right entitles the holder to purchase one ordinary B class share in the company. Each performance right is over one unissued B class share in AWB Limited. 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 number of performance rights which become exercisable depends on the company’s ranking relative to companies comprised in the S&P/ASX200 on total shareholder return in the performance period. This ranking is calculated at the end of each quarter and expressed as a percentile. The rights may become exercisable on a progressive basis once the company’s ranking for the quarter reaches 50. Fifty percent of the rights become exercisable when the company’s ranking reaches 50. All the rights become exercisable if the company’s ranking for the quarter exceeds 75. The percentage of rights which become exercisable increases proportionately if the company ranks between 50 and 75 for the quarter. 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. (b) Performance rights over equity instruments granted as remuneration During the reporting period, the following rights over ordinary shares were granted during the current year under the Performance Rights plan: Right holdings Specified executives Richard Fuller Peter Geary Jill Gillingham Paul Ingleby Marcus Kennedy John Maher Sarah Scales Charles Stott Michael Thomas Held at Held at Granted as 30 September 1 October 2003 remuneration 2004 33,747 60,486 60,486 101,124 38,043 – 51,649 48,717 13,587 21,319 34,886 34,886 63,053 43,930 25,195 32,948 31,010 27,133 55,066 95,372 95,372 164,177 81,973 25,195 84,597 79,727 40,720 No rights vested during the current year. No performance rights held by specified executives are vested but not exercisable. 82
24. DIRECTOR AND EXECUTIVE DISCLOSURES (continued) (c) Equity holdings and transactions The movement during the reporting period in the number of ordinary shares of AWB Limited held, directly, indirectly or beneficially, by each specified director and specified executive, including their personally related entities, is as follows: A class shares held in AWB Limited (number) B class shares held in AWB Limited (number) Held at Balance at Net change Held at 30 September 2004 1 October 2003 other 30 September 2004 Specified directors Brendan Stewart 1 15,425 Robert Barry 1 40,579 Andrew Lindberg – 71,574 Brendan Fitzgerald 1 12,000 Xavier Martin 1 70,695 Warrick McClelland 1 68,035 Christopher Moffet 1 100,577 Peter Polson – – Kerry Sanderson – 5,000 John Simpson 1 99,672 John Thame – 5,000 Steve Chamarette 1 500 Specified executives Richard Fuller – 10,943 Peter Geary 1 12,680 Jill Gillingham – 13,700 Paul Ingleby – 30,240 Marcus Kennedy – – John Maher – – Sarah Scales – 4,200 Charles Stott – 8,200 Michael Thomas – 13,639 1,351 16,776 – 40,579 1,351 72,925 – 12,000 1,351 72,046 – 68,035 – 100,577 5,000 5,000 – 5,000 20,000 119,672 – 5,000 – 500 3,570 14,513 8,370 21,050 371 14,071 4,307 34,547 4,686 4,686 7,583 7,583 7,680 11,880 8,907 17,107 1,476 15,115 There was no movement during the year for the A class shareholdings of specified directors and specified executives. (d) Loans and other transactions with specified directors and specified executives Loans Details regarding the aggregate of loans made by any entity in the consolidated entity to each group of specified directors and specified executives and their personally related entities, and the number of individuals in each group, are as follows: Opening Closing Interest paid Number in group at balance balance and payable 30 September 2004 $ $ $ Specified directors 2004 456,673 1,440,188 110,461 2 Specified executives 2004 43,043 264,054 15,647 9 For all loans to directors, interest is payable at prevailing commercial interest rates. The terms are no more favourable than those available to other suppliers and customers. A notional interest charge has been included in specified executives' total remuneration for employee interest free share loans. 83
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Annual Report 2004
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Who We Are AWB Limited (AWB) is Aus
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Finance AWB harvest finance book pe
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Five Year Summary 2004 2003 2002 20
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Chairman’s and Managing Director
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To continue building its capability
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Pool Management Services Highlights
Page 15 and 16:
AWB National Pool participants. AWB
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Landmark Highlights Integrated Land
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the integration, Landmark has reloc
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Finance and Risk Management Highlig
Page 23 and 24:
Finance Limited, a wholly owned, ba
Page 25 and 26:
Grain Acquisition and Trading Highl
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through the AWB Geneva office, both
Page 29 and 30:
Supply Chain & Other Investments Hi
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The Five Star Feed Mill, located on
Page 33 and 34: Our People AWB employs over 2,700 p
Page 35 and 36: More than 70% of AWB’s employees
Page 37 and 38: Our Social Commitment Together with
Page 39 and 40: Social service providers While not
Page 41 and 42: 7. Richard Fuller General Manager,
Page 43 and 44: Independence All of the current 11
Page 45 and 46: Services Agreement Committee The Se
Page 47 and 48: its observance provides the foundat
Page 49 and 50: Promotion Committee and Founding Ch
Page 51 and 52: 1. Brendan Stewart Chairman, Non-ex
Page 54 and 55: DIRECTORS' REPORT Your directors su
Page 56 and 57: DIRECTORS' REPORT (continued) REMUN
Page 58 and 59: DIRECTORS' REPORT (continued) DIREC
Page 60 and 61: DIRECTORS' REPORT (continued) DIREC
Page 62 and 63: STATEMENT OF FINANCIAL PERFORMANCE
Page 64 and 65: STATEMENT OF CASH FLOWS FOR THE YEA
Page 66 and 67: NOTES TO AND FORMING PART OF THE FI
Page 106 and 107: INDEPENDENT AUDIT REPORT TO THE MEM
Page 108 and 109: SHAREHOLDER COMMUNICATION FINANCIAL
Page 110 and 111: GLOSSARY AWB Basis Pool AWB Basis P
Page 112: Head Office 380 La Trobe Street Mel
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AWB Limited - 2004 Annual Report

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