Principle 8

Remunerate fairly and responsibly

Nomination and Remuneration Committee

The Nomination and Remuneration Committee 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 Committee should consist of non-executive directors only
  • The Committee should consist of a majority of independent directors
  • The Committee should consist of a minimum of three members
  • The Chairperson of the Committee should be an independent director

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:

  • Review of Board size and composition
  • Assessment of the necessary and desirable competencies of Board members
  • Review of Board, Managing Director and other executive succession plans
  • Evaluation of the performance and contributions of Board members
  • Recommendations for the appointment and removal of directors
  • Review of the remuneration framework for the non-executive directors
  • Review of the Group’s executive remuneration and incentive policies and schemes
  • Review of Managing Director and other executives remuneration packages
  • Review of Managing Director and other executives performance objectives
  • Evaluation of Managing Director performance against objectives
  • Review of Managing Director and other executive development plans
  • Review of the Group’s recruitment, retention and termination policies and procedures
  • Review of the Group’s superannuation arrangements
  • Review of the Group’s overall remuneration budget
  • Review of the annual Remuneration Report for inclusion in the Directors’ Report
  • Approval of engagement of external remuneration consultants
  • Review of Diversity Policy and assessing progress against measurable objectives
  • Reporting to the Board on the Committee’s role and responsibilities covering all the functions in its charter

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 FY18 executive remuneration review.

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.

Remuneration Policies

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 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 included in the Annual Report.