Bradken Limited Annual Report 2015 - page 49

BRADKEN LIMITED ANNUAL REPORT 2015 l 14
DIRECTORS’ REPORT
Bradken Limited
Directors' report (continued)
30 June 2015
C. Remuneration report (continued)
(d)
Service agreements
(e)
Share-based compensation
Non-Executive Director Share Acquisition Plan
Rights
1.
*** Brian Hodges has indicated his intention to retire before the end of 2015.
There are 2 schemes in operation which are based on different performance conditions.
For the executive scheme the performance conditions are based on the relative total shareholder return (TSR) of the
Company measured against other companies in the ASX Small Industrials Index during the performance period. TSR
measures the total return on investment of a share taking into account capital appreciation, capital return and dividend
income.
Non-Executive Directors are not able to sell or otherwise dispose of the shares until the earliest of 10 years after acquisition or
when the Non-Executive Director ceases to be a director of the Company (except in very limited circumstances). During this
period the shares are subject to a holding lock. No shares were issued under the NED plan in the financial period.
Non-Executive Directors may elect to have a proportion of their quarterly directors’ fees provided as shares under the NED Plan.
Participation in the plan is voluntary.
If any additional persons become entitled to participate in the PRP and their participation requires approval under Chapter 10 of
the Listing Rules, they will not participate in the PRP until shareholder approval is received pursuant to Listing Rule 10.14.
3 months base salary
$640,559
6 months base salary
Brad Ward,
Executive General Manager Mining &
Transport
Ongoing commencing
26 May 2015
Steven Perry,
Chief Financial Officer and Company
Secretary
Name
Brian Hodges,
Managing Director***
Andrew Allen,
General Manager Operations
Enda Sheridan,
General Manager Corporate
Development
$451,515
3 months base salary
$472,634
Ongoing commencing
26 May 2015
$415,680
Kevin McDermed,
Chief Operating Officer
Engineered Products
$1,432,650
$434,374
Term of Agreement
* Base salary including
superannuation
** Termination Benefit
Ongoing commencing
29 May 2015
Stephen Cantwell,
Executive General Manager
Mineral Processing
* Base salaries quoted are as at 30 June 2015; they are reviewed annually by the Human Resources Committee.
Craig Lee,
General Manager Fixed Plant
Ongoing commencing
26 May 2015
$322,295
3 months base salary
** Termination benefits are payable on early termination by the company, other than for gross misconduct; unless otherwise indicated, they are equal to the
base salary for the remaining term of the agreement. There have been no changes to termination benefits during the year.
The Performance Rights Plan (PRP) is the Company’s long-term incentive (LTI) scheme for selected key executives. The
Managing Director recommends the list of executives who are entitled to participate in this scheme and seeks approval of the list
from the Human Resources Committee which is then ratified by the Board. Under the PRP, eligible executives may be granted
Performance Rights (each being a right to acquire a share, subject to the satisfaction of exercise conditions) on terms and
conditions determined by the Board and as documented in the PRP Plan rules and Trust Deed. If the exercise conditions are
satisfied, the Performance Rights may be exercised and the shares issued and delivered to the executive or key personnel
according to scheme rules. The Board may impose restrictions on the disposal of the shares and implement procedures to
enforce the restrictions.
Mr Brian Hodges, being the only Executive Director of the Company, is the only Director entitled to participate in the PRP. If any
other Director is to participate in the PRP, the Company will seek shareholder approval required by the ASX Listing Rules.
Ongoing commencing
1 December 2011
Ongoing commencing
2 July 2004
The rules of the PRP provide that the Board may determine a price that is payable to exercise a Performance Right, or that no
amount is payable by the executive upon exercise of the Right.
Remuneration and other terms of employment for the Managing Director and key management personnel required to be
disclosed under the
Corporations Act 2001
are formalised in service agreements. Each of these agreements provide for the
provision of performance-related cash bonuses, other benefits including, but not limited to, motor vehicles and participation,
when eligible, in the Bradken Performance Rights Plan. Other major provisions of the agreements relating to remuneration are
set out below.
Ongoing commencing
15 October 2013
$414,776
12 weeks base salary
Ongoing commencing
17 June 2009
6 months base salary
3 months base salary
3 months base salary
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Bradken Limited
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