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Washington H. Soul Pattinson and Company Limited

Annual Report 2016

30

Directors' Report

– Remuneration Report

1. KMP included in this report

Non-executive Directors

Mr Robert D Millner

Chairman

Mr Michael J Hawker

Mr Warwick M Negus

Mr Thomas C D Millner

Mr Robert GWestphal

Mr David E Wills

Executive Directors

Mr Todd J Barlow

Managing Director and Chief Executive Officer from 14 October 2015,

formerly Chief Executive Officer

Ms Melinda R Roderick

Finance Director and Chief Financial Officer

Other key management personnel of the Parent Company and Consolidated Entity

Mr Ian D Bloodworth

Company Secretary

Key management personnel of the Consolidated Entity

Mr Shane O Stephan

Managing Director, New Hope

Mr Bruce D Denney

Chief Operating Officer, New Hope to 18 December 2015

Mr Andrew L Boyd

Chief Operating Officer, New Hope from 21 December 2015

Mr Matthew J Busch

Chief Financial Officer, New Hope

2. Remuneration policy and framework

Remuneration Governance

The Remuneration Committee of WHSP consists of Non-executive Directors. The Committee’s role is to make

recommendations to the full Board on remuneration matters and other terms of employment for the Executive

Directors, senior executives and Non-executive Directors.

The Remuneration Committee ensures that remuneration levels for Directors and senior executives are competi-

tively set to attract and retain qualified and experienced personnel.

The Remuneration Committee is authorised by the Board to obtain independent professional advice on the

appropriateness of remuneration packages if deemed necessary. Such advice was received during the year, refer

to page 45 of this report for further information.

New Hope has its own Remuneration Committee which reports to the Board of New Hope.

Non-executive Directors

Board policy is to remunerate Non-executive Directors at comparable market rates. Remuneration levels are

reviewed annually by the Remuneration Committee and are not subject to performance based incentives.

Executive Directors and Senior Executives

Parent Company

Remuneration levels are reviewed annually by the Remuneration Committee to reflect individual performance,

the overall performance of the Parent Company and Consolidated Entity and prevailing employment market

conditions.

The Executive Directors and Company Secretary of the Parent Company are remunerated by way of fixed

remuneration, STIs and LTIs. Annual STIs are set in order to drive performance without encouraging undue risk

taking. LTIs are assessed over a three and/or four year period and are designed to promote long-term stability in

shareholder returns.

The total value of each remuneration package is approved by the Remuneration Committee based on data

obtained from external sources.