31 18 Remuneration The Board has established a Remuneration Committee which, in accordance with the Remuneration Committee Charter, is responsible for reviewing and making recommendations to the Board in respect of: • the Executive Remuneration and Incentive Policy • remuneration of the Company’s key management personnel, Company Secretary and any other senior executive reporting to the Managing Director • equity based incentive plans • superannuation arrangements • remuneration by gender and strategies or changes required to address any pay gap identified • recruitment, retention, performance measurement and termination policies and procedures for non-executive Directors, the Chief Executive Officer and any other Executive Director, the Company Secretary and all senior executives reporting directly to the Managing Director; and • the disclosure of remuneration in the Company’s public materials including ASX filings and the annual report. The Remuneration Committee’s current membership, the independence of the members and details of Remuneration Committee meetings and attendance by each Committee member are set out earlier in this Corporate Governance Statement. The Company distinguishes the structure of Non-Executive Directors’ remuneration from that of executive Directors and senior executives. The Company’s policy is to reward executives with a combination of fixed, performance-based and equity-based incentives. To drive improvements in shareholder value, a significant proportion of remuneration for executive Directors and senior executives is ‘at risk’ based on delivery of returns to shareholders. Conversely, to preserve independence and impartiality, no element of Non-Executive Director remuneration is ‘at risk’ (i.e. it is not based on the performance of the Company). Non-executive Directors receive Board and Committee fees that are set having regard to the responsibilities and risks of the role and market competitiveness. However, to create alignment between the interests of Non-Executive Directors and shareholders, Non-Executive Directors are encouraged to hold shares in the Company. Many of the Non-Executive Directors have acquired shares in the Company and hold them in their own right. Further, the Company will ask shareholders to approve a Non-Executive Director share rights plan at the upcoming annual general meeting – further details are contained in the FY2015 Remuneration Report and Notice of Meeting for the 2015 AGM. The Company’s Securities Trading Policy prohibits hedging arrangements, dealing in derivatives or any other arrangements that vary the economic risk related to the Company’s securities. This includes hedging or arrangements that have the effect of limiting the economic risk in connection with unvested securities issued under an employee or Director option or share plan. For details of the Company’s remuneration structure, please refer to the Remuneration Report. This Statement has been approved by the Board and is current as at 8 September 2015.
2015 Ramsay Health Care Limited Annual Report
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