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Notes to the consolidated financial statements
30 June 2013
35 Share based payments
(a) Non-Executive Director Share Acquisition Plan
(b) Performance Rights Plan
All grants of Performance Rights issued so far have been at no cost to participating executives. In relation to future grants, the
Board may impose performance conditions that reflect the Company’s business plans, targets, budgets and its performance
relative to peer groups of companies.
Shares will immediately be allocated on exercise of a Performance Right. Performance Rights may only be exercised following
satisfaction of performance conditions, unless the Board determines an event (such as a takeover bid) has occurred.
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. 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 would seek shareholder approval as required by the Listing Rules.
The performance conditions are based on the relative total shareholder return (“TSR”) of the Company measured against other
companies in the ASX Small Cap 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.
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. The Board may
impose restrictions on the disposal of the shares and implement procedures to enforce the restrictions.
At 30 June 2013 there are no Directors participating in the NED plan.
The Company has a Non-Executive Director Share Acquisition Plan (NED Plan). All current and future Non-Executive Directors
are encouraged to have a percentage of their annual Directors’ fees provided in shares under the NED Plan. Shares will be
allocated to the Non-Executive Directors under the NED Plan and must be held for a specified period.
Non-Executive Directors will not be able to sell or otherwise dispose of the shares until the earliest of 10 years after acquisition
or the Non-Executive Director ceasing to be a director of the Company (except in very limited circumstances). During this period
the shares will be subject to a holding lock.
Non-executive directors may elect to have a percentage of their annual fixed directors’ fees provided in shares under the Non-
Executive Director Share Acquisition Plan (NED plan). Participation in the plan is voluntary.
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.
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Bradken Limited