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Washington H. Soul Pattinson and Company Limited
Annual Report 2016
32
Directors' Report
– Remuneration Report
3. Elements of remuneration
Non-executive Directors
Non-executive Directors receive fixed remuneration based on their position on the Board and the Committees
on which they sit or chair, at comparable market rates. Remuneration levels are reviewed annually by the
Remuneration Committee and are not subject to performance based incentives.
The Remuneration Committee reviews market data annually to assist in setting Non-executive Director remu-
neration. Based on this data for 2015 the remuneration received by Non-executive Directors for the year ended
31 July 2016 was in line with the 50th percentile for ASX listed Companies with a market capitalisation between
$3.5 billion and $7.5 billion.
The aggregate amount of fees which may be paid to Non-executive Directors by the Parent Company is subject
to the approval of Shareholders in general meeting and is currently set at $1,500,000 per annum. Approval for this
aggregate amount was given at the 2009 Annual General Meeting.
During the year ended 31 July 2016 remuneration of the Non-executive Directors by the Parent Company
amounted to $1,211,981.
With effect from 31 July 2004 the retiring allowance for Non-executive Directors was frozen at three times the
average annual fees for the three years prior to that date. Non-executive Directors appointed after 31 July 2004 do
not qualify for a retiring allowance. Mr David Fairfull was paid a retiring allowance of $162,500 upon his resignation
from the Board of Directors on 5 December 2014.
As set out in the 2012, 2013, 2014 and 2015 Remuneration Reports, Mr Peter Robinson was entitled to an employ-
ment termination payment (ETP) on cessation of his employment as part consideration for transferring from a
defined benefit superannuation plan to a target benefit superannuation plan. The ETP continued to increase by
interest calculated at commercial rates until Mr Robinson’s retirement on 31 March 2015. The interest for the 2015
financial year was $19,555 and the final amount of the ETP paid was $888,302.
Mr Robinson received total termination payments of $1,773,157 upon retirement on 31 March 2015. Shareholder
approval was not required for these payments under Division 2 of Part 2D.2 of the
Corporations Act 2001
as the
non-exempt payments did not exceed Mr Robinson’s average annual base salary from the Group over the prior
three years. The exempt components of the payment were unused annual leave and long service leave which
totalled $825,529.
Executive Directors and Senior Executives
Parent Company
Fixed Remuneration
Fixed remuneration for senior executives is set annually (or on promotion if applicable) by the Remuneration
Committee. It is benchmarked against market data for comparable roles in companies with similar characteristics
and market capitalisation. Fixed remuneration comprises a cash salary, superannuation and other non-cash
benefits where taken.
Mr Barlow was appointed Chief Executive Officer in April 2015 and became Managing Director in October 2015.
Mr Barlow’s remuneration continues to be at the lower end of the benchmark data used by the Remuneration
Committee and may be progressively increased in future years based on performance and increasing experience.