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DIRECTORS’ REPORT

84 Independence Group NL

Directors' report

30 June 2015

Remuneration report (continued)

(e) Remuneration expenses for KMP's (continued)

1 Cash salary and fees includes movements in annual leave provision during the year.

2 Long service leave relates to movements in long service leave provision during the year.

3 Rights to shares granted under the PRP are expensed over the performance period, which includes the vesting period of the rights, in

accordance with AASB 2

Share-based Payment

. Refer to note 31 for details of the valuation techniques used for the PRP.

4 Mr Buck was appointed a Non-executive Director effective 3 October 2014.

5 Mr Marston retired as a Non-executive Director effective 20 November 2014.

6 Mrs Ross retired as a Non-executive Director effective 24 December 2014.

7 Mr Spence was appointed a Non-executive Director effective 17 December 2014.

8 Mr Ashby commenced employment as Sustainability Manager with the Company on 7 April 2015.

9 Mr Dusci commenced employment as General Manager, New Business with the Company on 27 July 2014.

10 Following a review of the organisational structure, Mrs Retallack (Human Resources Manager) became a KMP effective 1 July 2014.

11 In addition to his base fee for the previous financial year, the Board approved that Mr Bilbe be paid an additional once-off payment of

$20,000 for the extra services provided by him during that year for the benefit of the Company.

12 Mr Bradford commenced employment with the Company effective 17 March 2014.

13 Mr Bonwick resigned from his position as Managing Director effective 15 November 2013. Amounts accrued for annual leave

($25,210) and long service leave ($161,279) were paid out on termination, these amounts have been offset against the movement in the

provisions for the previous financial year.

14 Following a review of the organisational structure and the appointment of Matt Dusci as General Manager, New Business in July

2014, Andrew Eddowes, Rodney Jacobs and Tim Kennedy were no longer considered KMP's of the Group from 1 July 2014.

(f) Contractual arrangements with executive KMPs

Remuneration and other terms of employment for the executives are formalised in service agreements. The service

agreements specify the components of remuneration, benefits and notice periods. Participation in the STI and LTI plans

is subject to the Board's discretion. Other major provisions of the agreements relating to remuneration are set out below.

Name

Term of agreement and

notice period

Base salary including

superannuation

Termination

payments

Peter Bradford

No fixed term

Managing Director

6 months

$750,000

6 months *

Matt Dusci

No fixed term

General Manager, New Business (from 27

July 2014)

3 months

$390,000

6 months

Brett Hartmann

No fixed term

General Manager, Operations

3 months

$455,000

6 months

Sam Retallack

No fixed term

Human Resources Manager

3 months

$223,963

6 months

Scott Steinkrug

No fixed term

Chief Financial Officer

3 months

$390,000

6 months

Tony Walsh

No fixed term

Company Secretary and General Manager,

Corporate

3 months

$390,000

6 months

Keith Ashby (from 7 April 2015)

No fixed term

Sustainability Manager

3 months

$333,213

6 months

* In addition to the above, Mr Bradford is entitled to a maximum termination benefit payable of up to 12 months of

average annual base salary should the Company terminate the employment contract without cause, but only if such

payment would not breach ASX Listing Rules. A termination benefit of three month's remuneration is payable to Mr

Bradford should the Company terminate the employment contract due to illness, injury or incapacity.

Independence Group NL

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