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DIRECTORS’ REPORT

80 Independence Group NL

Directors' report

30 June 2015

Remuneration report (continued)

(b) Remuneration policy and link to performance (continued)

Element

Purpose

Performance

metrics

Potential value

Changes for FY

2016

Total fixed remuneration

(TFR)

Provides competitive

market salary,

including

superannuation

Nil

Positioned at median

market rate

Reviewed in line with

market positioning

annually

STI

Reward for in-year

performance

Individual key

performance

indicators aligned to

the Group's overall

Strategic Plan

CEO: 40% of TFR

Executives: 15-25%

of TFR

Nil

LTI

Alignment to

long-term

shareholder value

3 year relative TSR

performance

CEO: 100% of TFR

Executives: 20-55%

of TFR

Nil

(c) Elements of remuneration

(i)

Total fixed remuneration

Executives receive their total fixed remuneration ("TFR") as cash and statutory superannuation. TFR is reviewed

annually, or on promotion. It is benchmarked against market data for comparable roles in companies in a similar

industry and with similar market capitalisation. The Committee aims to position executives at or near the median, with

flexibility to take into account capability, experience, value to the organisation and performance of the individual.

(ii)

Short-term incentives

The short term incentive ("STI") aims to align individual's performance with achieving the overall Strategic Plan of the

Group. Key performance indicators are set annually for executives and comprise a combination of the following metrics:

• Sustainability;

• People and performance;

• Processes and outputs;

• Company growth; and

• Quality and communications.

The Managing Director can currently earn 40% of his TFR as an STI, while all other executives can earn between

15-25% of their TFR as an STI.

The STI's are awarded in cash following assessment of actual performance against the performance metrics.

The payment of STI's is subject to Board approval. The Board has the discretion to adjust remuneration outcomes up or

down to prevent any inappropriate reward outcomes, including reducing (down to zero, if appropriate) any STI.

(iii)

Long-term incentives

The long term incentive ("LTI") component of the remuneration package is to reward executive directors, senior

managers and other invited employees of the Group in a manner which aligns a proportion of their remuneration

package with the creation of shareholder wealth over a longer period than the STI.

The Independence Group NL Employee Performance Rights Plan ("PRP") was approved by shareholders at the Annual

General Meeting in November 2011. Under the PRP, participants are granted share rights that will only vest if certain

performance conditions are met and the employees are still employed by the Group at the end of the vesting period.

Participation in the PRP is at the Board’s discretion and no individual has a contractual right to participate in the plan or

to receive any guaranteed benefits.

The Managing Director has the opportunity to earn 100% of his TFR as an LTI. All other executives have the opportunity

to earn between 20-55% of their TFR as an LTI.

Share rights granted after 1 July 2014

Vesting of the performance rights granted to executive directors and executives after 1 July 2014 is based on a total

shareholder return ("TSR") scorecard. The TSR scorecard for the three year measurement period will be determined

based on a percentile ranking of the Company's TSR results relative to the TSR of each of the companies in the peer

group over the same three year measurement period.

Independence Group NL

15