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Bradken Limited
Directors' report (continued)
30 June 2013
D. Remuneration report (continued)
Service agreements
Share-based compensation
Non-Executive Director Share Acquisition Plan
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.
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
1 July 2012
Stephen Cantwell,
General Manager Rail
Tom Armstrong,
Chief Operating Officer Engineered
3 months base salary
3 months base salary
12 months base salary
6 months base salary
* Base salaries quoted are as at 30 June 2013; they are reviewed annually by the Human Resources Committee.
Brad Ward,
Executive General Manager Mineral
Ongoing commencing
2 July 2004
Ongoing commencing
1 July 2011
Steven Perry,
Chief Financial Officer and Company
Enda Sheridan,
Executive General Manager Mining
Ongoing commencing
17 June 2009
** 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.
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.
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.
6 months base salary
3 months base salary
3 months base salary
Brian Hodges,
Managing Director
Andrew Allen,
General Manager Corporate
Term of Agreement * Base salary including
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.
** Termination Benefit
Ongoing commencing
1 September 2011
Ongoing commencing
1 December 2011
Ongoing commencing
25 October 2006
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Bradken Limited