Nomination and Remuneration Committee
The Nomination and Remuneration Committees were combined in FY16 and meets as required and on several occasions throughout the year. For membership and attendance details of the Nomination and Remuneration Committee, refer to the Directors’ Report.
The composition of the Nomination and Remuneration Committee is based on the following principles:
The Nomination and Remuneration Committee operates under a charter that details the Committee’s role and responsibilities, composition, structure and membership requirements. The charter is reviewed annually to ensure it remains consistent with the Board’s objectives and responsibilities. Refer to the Group’s website at www.gwagroup.com.au under Corporate Governance Policies for a copy of the charter.
The main responsibilities of the Committee include:
In performing its responsibilities, the Nomination and Remuneration Committee receives appropriate advice from independent external advisers. During the year, the Nomination and Remuneration Committee engaged the services of Guerdon Associates to provide market benchmarking data to assist with the FY17 executive remuneration review and for determining the incoming Managing Director’s salary package. The Committee also engaged the services of Mumm Associates to assist with Board succession.
The Company Secretary prepares the draft minutes for each Nomination and Remuneration Committee meeting which are tabled at the next Nomination and Remuneration Committee meeting for review and approval. The draft minutes are also included in the Board papers for the next Board meeting following the Nomination and Remuneration Committee meeting.
The Board’s objective in setting the Group’s remuneration policies is to provide maximum stakeholder benefit from the retention of a high quality Board and executive team. This is achieved by remunerating directors and executives fairly and appropriately based on relevant market benchmarking data and the linking of executive remuneration to the Group’s financial and operating performance in order to align with shareholder wealth creation.
The Nomination and Remuneration Committee is responsible for determining the remuneration for the non-executive directors, with the maximum aggregate amount approved by shareholders. The non-executive directors receive their remuneration by way of directors’ fees only (including statutory superannuation) and are not able to participate in the executive incentive schemes. There are no director retirement benefits other than statutory superannuation.
The Nomination and Remuneration Committee is responsible for reviewing and determining the remuneration and incentive arrangements for the executives. The Nomination and Remuneration Committee obtains market benchmarking data from an independent external adviser to assist in determining market remuneration levels. The remuneration and incentive arrangements have been structured to ensure that performance is fairly rewarded and to attract, motivate and retain a high quality executive team.
The Group has an equity based remuneration scheme for senior executives which was approved by shareholders in 2008. For details of the scheme, refer to the Remuneration Report. In accordance with the rules of the scheme, participants must not enter into any transactions or arrangements (whether through the use of derivatives or otherwise) which reduces or limits the economic risk of participating in the scheme.
For details of the Group’s remuneration policies and disclosures, refer to the Remuneration Report.