Annual Report - AWB Limited

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Directors’ report AWB LIMITEDRetention of key executivesDuring the year, the Company faced a number of unprecedented challenges. These included the loss of the Single Desk, the opening up ofbulk wheat exports to other companies, uncertainty regarding whether the company would be able to reform its dual share structure and thecontinued threat from several class actions. As a result of these challenges, the Board considered that it would be appropriate and responsible toapprove a number of retention mechanisms to ensure that key executives remained with the Company during these uncertain times.For BMG members, their retention mechanisms included guaranteeing their 2008 STI payment at stretch (excluding any element relating tosafety as the Board did not consider it appropriate to make a payment based on a safety measure if the measure had not been met), as wellas providing further retention payments if the individual remains employed by the Company as at 15 December 2009 and 15 December 2010.Details of these retention payments are included in the table below:Table 8 - Retention payments – 2009 and 2010BMG member Retention Payment 15 December 2009 Retention Payment 15 December 2010Gordon Davis $356,250 $356,250Graeme Jacobs $200,000 $200,000Colin Taylor $150,000 $150,000Mitch Morison $125,000 $125,000Philip Gentry $150,000 $150,000John Russell $150,000 $150,000Kate Hughes $60,000 $60,000The board did not approve any changes to the severance payments for any executives.Managing Director’s remunerationThe following specific arrangements apply to the Managing Director’s remuneration. Unless otherwise stated in this report, remunerationarrangements for the Managing Director are the same as the arrangements for the other BMG members.Managing Director’s LTIAt the 2002 Annual General Meeting, shareholders were asked to approve a PRP for the Managing Director on similar terms to the plans offeredto other eligible senior executives. As shareholder approval for the Managing Director’s plan was not granted, the Board made a decision tolink the Managing Director’s reward with long-term company performance by offering the Managing Director a plan mirroring the PRP with theexception that ‘phantom’ share rights would be issued which would be paid in cash subject to meeting or exceeding the necessary performancehurdles. The performance hurdles for the Managing Director are identical to the PRP hurdles.In 2008, the Managing Director received cash-based performance rights equal to 100% of his base salary.www.awb.com.au 47
AWB LIMITED Directors’ reportKMP of AWB Limited Group and AWB Limited 1Table 9 - Executive Director, KMP and Senior Managers remuneration for the year ended 30 September 20082008 Short term benefitsCash salary and feesBonusNon-monetarybenefits 2 Other 3$ $ $ $Executive DirectorGordon Davis (Managing Director) 858,717 902,500 - 12,000Other KMP and Senior ManagersMark Hosking (resigned 4 April 2008) 271,967 - - -Philip Gentry (appointed 4 April 2008) 233,496 300,000 - 2,489John Russell (appointed 26 May 2008) 126,242 - - -Mitch Morison 375,908 270,000 - 6,671Graeme Jacobs 461,994 333,300 - 29,997Margaret Wade (resigned 18 December 2007) 102,293 - - -Kate Hughes (appointed 18 December 2007) 238,714 96,000 - 15,806Phillip Meurer (resigned 30 April 2008) 287,581 - - -David Johnson 304,640 95,455 2,794 -Colin Taylor 446,841 330,000 - 8,923Thierry Dubois (resigned 26 January 2008) 242,531 - - -Piero Ravano (appointed 16 January 2008) 5 400,172 1,764,501 - -Total Executive Director, Other KMP and Senior Managers 4,351,096 4,091,756 2,794 75,8861 KMP remuneration in this table includes those meeting the definition of KMP under AASB 124 (excluding non-executive directors) as wellas the five executives who received the highest remuneration who were not KMP for the year in accordance with the Corporations Act 2001.2 Interest free portion of loan under employee share scheme.3 ‘Other’ remuneration for other key management personnel, includes motor vehicles, housing benefits and other allowances subject tofringe benefits tax.4 Retirement benefits relates to termination payments made during the year.5 All remuneration including the bonus have been prorated.48 www.awb.com.au
Page 7 and 8: 6 www.awb.com.auFrom Peter Polson,C
Page 9 and 10: From Gordon Davis,Managing Director
Page 11 and 12: AWB todayOur client base extends to
Page 13 and 14: Landmark Rural ServicesRural Servic
Page 15 and 16: Financial Services (EBITDA)2004 44.
Page 17 and 18: Commodity ManagementCommodity Manag
Page 19 and 20: CorporateCredit ratingsAWB maintain
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Page 27 and 28: Governance at AWBAWB’s Board and
Page 29 and 30: process was conducted within the co
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AWB LIMITED Notes124 www.awb.com.au
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AWB Limited ABN 99 081 890 459380 L
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