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Washington H. Soul Pattinson and Company Limited

Annual Report 2016

34

Directors' Report

– Remuneration Report

LTIs

Executive KMP participate, at the Board’s discretion, in the LTI plan comprising annual grants of performance rights

as follows.

Structure of LTIs for the KMP of the Parent Company

Feature

Description

Opportunity/

Allocation

50% of Managing Director’s fixed remuneration

40% of Finance Director’s fixed remuneration

20% of Company Secretary’s fixed remuneration

The above amounts are divided by the VWAP of WHSP shares for the 30 trading days prior to 1 August

each year to determine to number of rights issued.

TSR rights

50% of rights issued are subject a TSR performance condition

EPS rights

50% of rights issued are subject an EPS performance condition

TSR

performance

hurdle

TSR is initially assessed over a 3 year period and compared to the ASX All Ordinaries Accumulation

Index (Index). Vesting will occur based on the company’s positioning relative to the Index. If less than

100% of the rights vest, performance is reassessed over a 4 year period.

This incentive is designed to focus executives on delivering sustainable long-term shareholder returns.

TSR performance per annum

Rights to vest

TSR% < Index

Nil

TSR% = Index

50%

Index < TSR% < (Index + 3% per annum)

Progressive pro-rata from 50% to 100%

TSR% = (Index + 3% per annum) or higher

100%

EPS

performance

hurdle

EPS movement is initially assessed over a 3 year period and compared to the target set out below.

Vesting will occur based on the company’s achievement of that target. If less than 100% of the rights

vest, performance is reassessed over a 4 year period.

This incentive is designed to align the interests of executives with shareholders.

Regular EPS

Regular EPS is the regular profit after tax of the consolidated WHSP Group,

divided by the weighted average number of WHSP shares on issue across the

measurement period.

Regular profit after tax is a non-statutory profit measure and represents profit

from continuing operations before non-regular items. A reconciliation to statutory

profit is included in the Consolidated Financial Statements – Note 3, Segment

information.

Regular EPS CAGR over measurement period

Rights to vest

Regular EPS CAGR < 5%

Nil

Regular EPS CAGR = 5%

50%

5% < Regular EPS CAGR < 10%

Progressive pro-rata from 50% to 100%

Regular EPS CAGR = 10% or higher

100%

Payable by

participants

Nil

No amounts are payable by the participants upon the granting or the exercising

of the rights.

Delivery of

LTI

Rights vest over the 3 years following the 3 year performance period unless retesting applies. Refer to

item 7 ‘Share-based Compensation’below for further details.