Bradken Limited Annual Report 2015 - page 121

Notes to the consolidated financial statements
30 June 2015
35 Share based payments
(a) Non-Executive Director Share Acquisition Plan
(b) Performance Rights Plan
The Company’s TSR ranked in fourth quartile of companies in ASX Small Cap
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.
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.
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 will seek shareholder approval required by the ASX Listing Rules.
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.
The Company’s TSR does not meet performance of the median company in ASX Small Cap
Percentage of Rights available
in given year to vest
The Company’s TSR equals or exceeds performance of the median company in ASX Small Cap
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 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 Company’s TSR ranked in third quartile of companies in ASX Small Cap
Pro rata between 50 and 100
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.
Dividends, changes in share price, and return of capital are included in the TSR calculation which is one of the performance
criteria assessed for the LTI. The specific TSR performance conditions in relation to the grants are:
At 30 June 2015 there are no Directors participating in the NED plan.
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