2009 Shareholder Review
Remuneration tables
| Remuneration table for members of the Group Executive Committee on 30 September 2009 | |||||||
|---|---|---|---|---|---|---|---|
| Name | Fixed annual remuneration (1) | % of target STI actually earned (2) | Cash STI for performance to 30 Sep 2009 (2) | Deferred STI for performance to 30 Sep 2009 (deferred in shares) (2) | LTI value derived from previous allocations (excl. dividends) (3) | Remuneration earned for 2009 (5) | Opportunity lapsed during the year to 30 Sep 2009 (6) |
| Executive Directors | |||||||
| Cameron Clyne | 2,421,560 | 65% | 812,500 | 812,500 | — | 4,046,560 | (495,550) |
| Mark Joiner | 1,250,471 | 96% | 576,000 | 576,000 | — | 2,402,471 | — |
| Michael Ullmer | 1,355,396 | 80% | 626,000 | 626,000 | — | 2,607,396 | (901,000) |
| Other senior executives | |||||||
| Lisa Gray | 689,144 | 88% | 308,000 | 308,000 | — | 1,305,144 | — |
| Michaela Healey | 574,569 | 88% | 238,000 | 238,000 | — | 1,050,569 | — |
| Joseph Healy | 761,711 | 96% | 360,000 | 360,000 | — | 1,481,711 | — |
| Bruce Munro | 812,511 | 88% | 308,000 | 308,000 | — | 1,428,511 | (315,350) |
| Lynne Peacock | 1,524,743 | 40% | 241,500 | 241,500 | — | 2,007,743 | — |
| Richard Sawers | 725,716 | 96% | 384,000 | 384,000 | — | 1,493,716 | — |
| Gavin Slater | 1,129,938 | 88% | 352,000 | 352,000 | — | 1,833,938 | — |
| Andrew Thorburn | 1,092,307 | 96% | 384,000 | 384,000 | — | 1,860,307 | — |
| Stephen Tucker | 732,018 | 88% | 341,000 | 341,000 | — | 1,414,018 | — |
| Remuneration table for senior executives who were not members of the Group Executive Committee on 30 September 2009 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Fixed annual (1) | % of target STI actually earned (2) | Cash STI for performance to 30 Sep 2009 (2) | Deferred STI for performance to 30 Sep 2009 (deferred in shares) (2) | LTI value derived from previous allocations (excl. dividends) (3) | Termination payments (4) | Remuneration earned for 2009 (5) | Opportunity lapsed during the year to 30 Sep 2009 (6) |
| John Hooper | 1,178,628 | 60% | 601,000 | — | — | — | 1,779,628 | (495,550) |
| Peter Thodey | 1,023,684 | 88% | 664,000 | 67,000 | — | — | 1,754,684 | — |
| Former executives | ||||||||
| Ahmed Fahour | 1,455,912 | 51% | 1,183,000 | — | 1,626,207 | 4,265,119 | (2,906,617) | |
| George Frazis | 336,380 | — | — | — | — | — | 336,380 | (2,803,320) |
| Michael Hamar | 271,932 | 24% | 150,000 | — | — | 747,126 | 1,169,058 | (528,316) |
| John Stewart | 1,746,994 | 25% | 687,500 | — | 2,311,540 | 2,750,000 | 7,496,034 | (3,975,300) |
(1) Fixed annual remuneration is the total amount of cash salary, non-monetary benefits such as cars and parking, superannuation and annual leave and long-service leave entitlements. For former executives this is for the period until their leaving date.
(2) The actual STI amount for each individual (as a percentage of their full year STI target) will reflect both business and individual performance. The Remuneration Report includes more information regarding the Group's performance framework. Current members of the Group Executive Committee have volunteered to have one-half of their STI for 2009 deferred in shares, 25% to be restricted for 12 months and 25% for 24 months. STI amounts for Mr Hooper and for Mr Thodey will be paid in shares to the extent that they include any amounts for above target individual performance as described in the Remuneration Report. Amounts for Mr Fahour, Mr Hamar and Mr Stewart represent a pro-rated proportion of their entitlements calculated to the date they ceased employment with the Company. No deferral was applicable for these former executives. As Mr Hamar and Mr Stewart left the Company before mid-year individual performance assessments were completed in March 2009, their STI amounts reflect only prorating, and not business or individual performance outcomes.
(3) Value is derived from LTI if it has vested, and has value based on the Company's closing share price on that day (less any applicable exercise price). 77,000 performance rights vested for Mr Stewart (being tranche three of the grant provided in March 2008, following shareholder approval, as described in the Remuneration Report). The value of the vested securities is based on the Company's closing share price of $30.02 on the date that vesting was determined, being 7 October 2009. The performance rights have no exercise price. LTI in respect of the 2009 performance year (to which performance hurdles apply) is detailed in the Remuneration Report.
(4) Termination payments are in respect of the Company notice period for each former employee as set out in the Remuneration Report as pursuant to contractual entitlements, plus professional taxation advice for Mr Fahour following the end of his employment.
(5) Remuneration earned for 2009 is the total of the previous columns, being fixed annual remuneration, STI amounts paid in cash or deferred in shares, value derived from previous LTI allocations, and termination payments.
(6) The value of opportunity lapsed during the year includes LTI securities that have lapsed, unvested and unexercised, on their expiry date or upon the employee's departure from the Company. These are detailed in the Remuneration Report. The value is calculated using the closing share price of Company shares on the date of the lapse (with the exercise price subtracted in the case of any lapsed performance options).
| Remuneration table for non-executive Directors | ||||||
|---|---|---|---|---|---|---|
| Board $ |
Audit Committee $ |
Risk Committee $ |
Remuneration Committee $ |
Controlled Entities $ |
Total $ |
|
| Current non-executive Directors | ||||||
| MA Chaney | 770,000 | — | — | — | 770,000 | |
| PA Cross (1) | 220,000 | — | 30,000 | 45,000 | 25,000 | 320,000 |
| DT Gilbert | 220,000 | — | — | 22,500 | 242,500 | |
| PJ Rizzo | 220,000 | 30,000 | 60,000 | — | — | 310,000 |
| JS Segal | 220,000 | — | 30,000 | 22,500 | — | 272,500 |
| JG Thorn | 220,000 | 60,000 | — | — | 280,000 | |
| GA Tomlinson (2) | 220,000 | 25,358 | — | 3,571 | 277,500 | 526,429 |
| JA Waller (3) | 153,882 | 19,750 | 19,750 | — | 139,084 | 332,466 |
| GM Williamson (4) | 220,000 | — | 27,500 | — | 387,992 | 635,492 |
| Former non-executive Directors | ||||||
| TK McDonald (5) | 23,017 | 3,125 | — | — | 16,492 | 42,634 |
| Total | 2,486,899 | 138,233 | 167,250 | 93,571 | 846,068 | 3,732,021 |
(1) The nabCapital Advisory Board was dissolved from 31 July 2009.
(2) From 5 August 2009, Mr Tomlinson was no longer a member of the Audit Committee and was appointed as a member of the Remuneration Committee.
(3) Mr Waller became a member of the Principal Board, the Principal Board Audit Committee and the Principal Board Risk Committee on 4 February 2009.
(4) Sir Malcolm Williamson became a member of the Principal Board Risk Committee on 1 November 2008.
(5) Mr McDonald retired as a non-executive director on 7 November 2008.
