• 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 Managing
Director and any other Executive Director, the Company Secretary and all senior executives reporting directly to the Managing Director;
• the disclosure of remuneration in the Company’s public materials including ASX filings and the annual report.
The Remuneration Committee Charter was last reviewed and updated in FY2016.
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, following shareholder approval at the 2015 AGM, the Company implemented the Non-Executive Director Share Rights Plan under
which Non-Executive Directors are granted share rights that convert into ordinary shares as part of their annual board fees. Further details
about the Non-Executive Director’s Share Rights Plan are contained in the FY2017 Remuneration Report.
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.
ANNUAL REPORT 2017 27
This Statement has been approved by the Board and is current as at 12 September 2017.
ASX Corporate Governance Council’s Principles
ASX Principle Reference4 Compliance as at the date of this
Principle 1 Lay solid foundations for management & oversight
1.1 A listed entity should disclose:
(a) the respective roles and responsibilities of its board and
(b) those matters expressly reserved to the board and those delegated
1, 2 and 11
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a person, or putting
forward to security holders a candidate for election, as a director; and
(b) provide security holders with all material information in its possession
relevant to a decision on whether or not to elect or re-elect a director.
1.3 A listed entity should have a written agreement with each director and
senior executive setting out the terms of their appointment.
4 and 12 Yes for all Directors (including executive
directors). The Managing Director is the
only executive with a formal services
1.4 The company secretary of a listed entity should be accountable directly to
the board, through the chair, on all matters to do with the proper
functioning of the board.
4 ALL REFERENCES ARE TO SECTIONS OF THIS CORPORATE GOVERNANCE STATEMENT UNLESS OTHERWISE STATED