8. REMUNERATION REPORT – AUDITED
RAMSAY HEALTH CARE LIMITED
The Board, in conjunction with the People & Remuneration Committee, may exercise judgement and apply its
overarching discretion as is required to ensure that LTI outcomes appropriately reflect the performance of the individual
and the Group, as well as aligning to the expectations of Ramsay’s stakeholders.
In particular, the Board has discretion to make adjustments to the EPS outcomes used for the purposes of the FY21 LTI
award and, as noted above under “Gateway”, the Board will consider the impact of acquisitions (which are made in line
with a Board approved acquisition plan) in the assessment of the ROIC gateway.
To ensure any adjustments are consistently applied, five guiding principles will be applied as follows:
• Plan integrity and management accountability - adjustments will be made to align with the purpose of the plan and
reflect management accountability for past decisions;
• Nature and timing of adjustments - adjustments, both positive and negative, will only be made at the time of vesting;
• Transparency - the Group will provide a clear rationale and disclosure, for any adjustments made, especially in case
where performance has not been achieved;
• Material or significant events - adjustments will only be made for events or items over the vesting period that have a
material impact positively or negatively on the performance outcome, and consequently reward outcome;
• Balance of interests - adjustments will be balanced to ensure outcomes are not unfairly biased towards either
shareholders or management.
The Board will provide clear and transparent disclosure in respect of any exercise of Board discretion or adjustments to
EPS in the relevant Remuneration Report.
2.6 Other terms
The following components apply to both the STI and LTI.
Board Discretion As noted above, the Board, in conjunction with the People & Remuneration Committee, may exercise judgement
and apply discretion as is required to ensure that incentive outcomes appropriately reflect the performance of the
individual and the Group, as well as aligning to the expectations of Ramsay’s shareholders.
The Board retains absolute discretion in determining STI payments for a leaving executive. However, if an
executive ceases employment with Ramsay before key performance indicator (KPI) targets are achieved, then
they will generally not be entitled to receive any STI. However, if cessation of employment is due to retirement,
illness, disability or death or is a Group-initiated termination other than for cause, the Executive may receive a
pro-rata STI payment for the portion of the performance period they were employed.
LTI performance rights may remain on foot with hurdles tested at the same time as other participants in the plan
if cessation of employment is due to retirement, illness, disability or death or is a Group-initiated termination other
than for cause.
Malus and clawback The Board may take action to reduce, recoup or otherwise adjust “at-risk” remuneration including in-year
incentives, unvested incentives and previously awarded incentives (cash or equity) where, in the opinion of
• the employee has acted fraudulently or dishonestly, engaged in gross misconduct and / or breached his or her
duties or obligations to the Group (including acting in breach of the terms and conditions of their employment
and/or Ramsay’s Code of Conduct for Employees);
• has engaged in an act which has brought the Group into disrepute or has acted or failed to act in a way that has
contributed to, or is likely to contribute to, material reputational damage to the Group;
• is convicted of an offence or has a judgement entered against them in connection with the affairs of the Group;
• “at-risk” remuneration vests as a result of a Financial Misstatement Circumstance or the fraud, dishonesty,
negligence or breach of duties or obligations of any other person and, in the opinion of the Board, the
remuneration would not have otherwise vested;
• adverse outcomes have arisen after vesting of “at-risk” remuneration (including during the deferral period) that
cause a re-evaluation of the original assessment of performance generating the award; and/or
• any other circumstances exist or have occurred which the Board determines in good faith to have resulted in
the employee receiving an unfair benefit.
The ability of the Board to apply the policy is broad and includes (but is not limited to) lapsing or requiring
repayment of awards, and for unvested equity re-setting performance conditions or amending the terms on which
they are disposed.
44 Annual Report 2021