Colonial First State Investments Limited

Transcription

1 Colonial First State Investments Limited 2015 Remuneration of Executive Officers The Executive Officers for the 2015 financial year are listed in the table below. Name Position Term as Executive Officer Anne Ward Non-Executive Chairman Full Year Peter Hodgett Non-Executive Director Full Year Penelope James Non-Executive Director Full Year Linda Elkins Executive Director Full Year Andrew Morgan Executive Director (from 4 February 2015) Part Year Michael Venter Executive Director (ceased 4 February 2015) Part Year Tommy Cheung General Manager Information Technology Full Year Peter Chun General Manager Product & Investments Full Year Linda Fox General Manager Finance CFS (from 27 January 2015) Part Year Marion Fryer Acting General Manager Operations (ceased 14 July 2014) Part Year Scott Henricks General Manager Client Operations (from 14 July 2014) Part Year Bradley Massey General Manager Fund Services Full Year Anvij Saxena Chief Risk Officer CFS (from 15 December 2014) Part Year Mark Steinberg General Manager Financial Services (resigned 22 January 2015) Part Year Michael Venter ceased as an Executive Director on 4 February Andrew Morgan was appointed as Executive Director from 4 February Linda Fox was appointed as an Executive Officer in a Senior Manager capacity from 27 January 2015, following Mark Steinberg s resignation on 22 January Scott Henricks was appointed as an Executive Officer in a Senior Manager capacity following Marion Fryer s cessation effective from 14 July Anvij Saxena was appointed as an Executive Officer in a Senior Manager capacity from 15 December This report has been prepared in accordance with the disclosure requirements of Section 29QB (a) of the Superannuation Industry (Supervision) Act 1993 and Division 2.6 (section 2.37) of Part 2 of the Superannuation Industry (Supervision) Regulations All remuneration disclosures have been apportioned to reflect the work performed by the relevant Executive Officer for Colonial First State Investments Limited as a Registrable Superannuation Entity (RSE) Licensee. The remuneration for Executive Officers of Colonial First State Investments Limited is not paid for by any superannuation fund and is not incorporated into any fees paid by members. The remuneration of Executive Officers is paid by the Commonwealth Bank of Australia and its wholly owned subsidiaries (Group). 1. Remuneration Framework 1.1. Non-Executive Directors Remuneration Non-Executive Directors receive fees (inclusive of superannuation) to recognise their contribution to the work of the Board and the associated committees that they serve. Non-Executive Directors do not receive any performance related remuneration Executive Director and Senior Manager Remuneration The structure of remuneration arrangements for Executive Directors and Senior Managers consists of the following components: Fixed remuneration; and Short Term Incentive (STI) at risk. Executive Directors and Senior Managers who are Group Executives of the Commonwealth Bank of Australia Group also have a Long Term Incentive (LTI) at Risk component. The at risk components are based on performance against key financial and non-financial measures Fixed Remuneration Fixed remuneration is made up of base remuneration and superannuation. Base remuneration includes cash salary and any salary sacrifice items. Fixed remuneration is reviewed annually, following the end of the 30 June performance year Variable Remuneration All Executive Directors and Senior Managers are eligible to participate in variable remuneration arrangements applicable to their position. Variable remuneration includes STI awards. STI awards are discretionary and recognise annual performance over the financial year. Performance is measured and reviewed against set goals, which include financial and non-financial metrics.

2 Executive Directors and Senior Managers receive 2/3 of their STI award as cash and 1/3 of their STI award is deferred into rights to CBA shares (or cash equivalent) that vests after three years. 2. Executive Officer Statutory Remuneration Executive Directors and Senior Managers will generally forfeit the deferred portion of their STI if they resign or are dismissed from the Group during the deferral period. The following statutory tables detail the accounting expense of all remuneration related items for Executive Officers. This includes remuneration costs in relation to both the previous and current financial year Non-Executive Director Statutory Remuneration The table below details individual statutory remuneration for Non-Executive Directors for the year ended 30 June All remuneration disclosures have been apportioned to reflect the work performed by the relevant Executive Officer for Colonial First State Investments Limited as an RSE Licensee. Anne Ward Cash/Fees Superannuation Total Statutory Remuneration $ $ $ ,493 5, , ,859 6,475 95,333 Peter Hodgett ,923 5,043 73, ,073 5,927 70,000 Penelope James ,353 4,696 69, ,712 3,621 65,333 Non-Executive Directors received a 6% increase in fixed fees effective from 1 July Total Statutory Remuneration also includes fees payable for the Colonial First State Investments Limited Board Audit & Risk Committee.

3 2.2. Executive Director and Senior Manager Statutory Remuneration The table below details individual statutory remuneration for Executive Directors and Senior Managers for the year ended 30 June All remuneration disclosures have been apportioned to reflect the work performed by the relevant Executive Officer for Colonial First State Investments Limited as an RSE Licensee. Fixed Other Short Term Long Term Benefits Remuneration Benefits Share Based Payments Base Remuneration Superannuation Non Monetary Fixed Cash STI Payment (at Risk) Other Long Term (5) Deferred Shares/Rights (at risk) (6) $ $ $ $ $ $ $ Total Statutory Remuneration $ Executive Officers Linda Elkins ,910 8, ,453 8,933 8,304 59, , ,982 8, ,279 59,958 35,012 50, ,827 Andrew Morgan (7) , , ,645 10,730 Tommy Cheung ,390 7,773-37,806 1,166 4,157 26, , ,762 7,781-57,992 1,555 7,818 25, ,773 Peter Chun ,064 6, ,000 (1,890) 45,013 37, , ,118 7,000-98,000 29,221 18,270 44, ,803 Linda Fox (7) ,624 1,196-10,062 13,565 16,181-60,628 Scott Henricks (7) ,314 5,453-50,630 (649) 1,363 24, ,572 Bradley Massey Anvij Saxena (7) ,246 8,384-75, ,324 28, , ,382 9,500-81, ,162 31, , , ,193 (6,145) 1, ,656 Former Executive Officers Michael Venter (7) Marion Fryer (7)(9) Mark Steinberg (7)(8) , , ,591 9, , , ,470 14, , ,598 (31) 740-5, ,906 5,804-26,119 2,290 9, , , n/a (123) (1,157) (2,811) , ,931 (478) 457 2,855 17,381 Fixed Remuneration comprises Base Remuneration and Superannuation (post-employment benefit). Base Remuneration is the total cost of salary including cash, short term compensated absences and any salary sacrificed benefits. Reflects the cash portion of the 2015 STI for performance during 12 months to 30 June 2015 (payable September 2015). For all Executive Officers, this represents 2/3 of the 2015 STI. Other short term benefits relate to company funded benefits (including associated fringe benefits tax where applicable). This item also includes the net change in accrued annual leave over the year. For Linda Fox this also includes amounts relating to other arrangements that are subject to forfeiture if the Executive Officer ceases to be employed by the Group due to her resignation in any circumstances. (5) Includes long service entitlements accrued during the year as well as the impact of changes to long service leave valuation assumptions, which are determined in line with Australian Accounting Standards. For Linda Elkins, Peter Chun, Linda Fox, Marion Fryer and Bradley Massey this also

4 includes amounts relating to other arrangements that are subject to forfeiture if the Executive Officer ceases to be employed by the Group due to his or her resignation in any circumstances. (6) Includes the accounting expense of previous years STI deferred awards. For FY15, this includes the expense of the 2012, 2013 and 2014 deferred STI awards. (7) For 2015, Marion Fryer ceased as an Executive Officer on 14 July 2014, Scott Henricks was appointed as an Executive Officer on 14 July 2014, Anvij Saxena was appointed from 15 December 2014, Linda Fox appointed was appointed on 27 January 2015 and Andrew Morgan was appointed on 4 February Mark Steinberg resigned on 22 January 2015 and Michael Venter ceased as an Executive Director on 4 February on moving to another role within the Group. The remuneration for these individuals has been prorated accordingly. (8) Mark Steinberg left the Group during the 2015 financial year and was not eligible for a 2015 STI payment. (9) For 2014, Marion Fryer was appointed as Executive Officers from 18 September The 2014 remuneration has been prorated accordingly. 3. Executive Officer STI Allocations for 2015 Maximum STI Cash STI STI Deferred $ % $ % $ Linda Elkins 242,295 67% 153,453 33% 76,727 Andrew Morgan 6,294 67% 3,734 33% 1,867 Michael Venter 5,659 67% 3,641 33% 1,820 Tommy Cheung 113,417 67% 37,806 33% 18,903 Peter Chun 154,776 67% 100,000 33% 50,000 Linda Fox 19,602 67% 10,062 33% 5,031 Marion Fryer 1, % 1,598 0% 0 Scott Henricks 85,397 67% 50,630 33% 25,315 Bradley Massey 132,376 67% 75,000 33% 37,500 Anvij Saxena 41,989 67% 25,193 33% 12,597 Mark Steinberg (5) n/a n/a n/a n/a n/a The minimum STI potential is zero. Includes portion of the annual STI award payable as cash in recognition of performance for the year ended 30 June Represents the portion of the annual STI award that is deferred as equity. For all Executive Officers, deferred STI awards will vest 1 July The deferred awards are subject to a risk review at the time of payment. Marion Fryer ceased as an Executive Officer on 14 July 2014, Scott Henricks was appointed as an Executive Officer on 14 July 2014, Anvij Saxena was appointed from 15 December 2014, Linda Fox appointed was appointed on 27 January 2015 and Andrew Morgan was appointed on 4 February Mark Steinberg resigned on 22 January 2015 and Michael Venter ceased as an Executive Director on 4 February on moving to another role within the Group. The remuneration for these individuals has been prorated accordingly. (5) Mark Steinberg left the Group during the 2015 financial year and was not eligible for a 2015 STI payment.

5 4. Equity Awards Received as Remuneration The table below details the value and number of equity awards that were granted or forfeited/lapsed during It also shows the number of previous year s awards that vested during the 2015 financial year. All remuneration disclosures have been apportioned to reflect the work performed by the relevant Executive Officer for Colonial First State Investments Limited as a RSE Licensee. Previous Years' Forfeited or Granted Awards Vested Lapsed during during 2015 during Class Units $ Units Units $ Linda Elkins Deferred Shares / Rights ,145 1, Andrew Morgan Deferred Shares / Rights 25 1, Michael Venter Deferred Shares / Rights 22 1, Tommy Cheung Deferred Shares / Rights , Peter Chun Deferred Shares / Rights , Linda Fox Deferred Shares / Rights , Marion Fryer Deferred Shares / Rights Scott Henricks Deferred Shares / Rights , Bradley Massey Deferred Shares / Rights , Anvij Saxena Deferred Shares / Rights Mark Steinberg Deferred Shares / Rights (76) (6,375) This represents the maximum number of deferred shares/rights that may vest to each Executive Officer. The value represents the fair value at grant date. The minimum STI potential is zero. Previous years' awards that vested include STI and other deferred equity awards. Mark Steinberg left the Group during the 2015 financial year and forfeited all of his unvested deferred equity awards. The value of the forfeited awards is calculated using the Volume Weighted Average Closing Price (VWACP) for the five days preceding the transaction date. The amounts relating to awards which vested during 2015 include awards which reached the end of the performance period (1 July 2014), prior to his exit from the Group on 22 January For 2015, Marion Fryer ceased as an Executive Officer on 14 July 2014, Scott Henricks was appointed as an Executive Officer on 14 July 2014, Anvij Saxena was appointed from 15 December 2014, Linda Fox appointed was appointed on 27 January 2015 and Andrew Morgan was appointed on 4 February Mark Steinberg resigned on 22 January 2015 and Michael Venter ceased as an Executive Director on 4 February on moving to another role within the Group. The remuneration for these individuals has been prorated accordingly. 5. Fair Value Assumptions for Unvested Equity Awards The table below provides a summary of the fair value of unvested equity awards for Executive Officers. The awards will vest subject to the satisfaction of performance and / or service conditions in future financial years. Fair Exercise Deferral Grant Value Price Period Award Type Date $ $ End Deferred Shares (STI) 1/09/ Nil 1/07/2017 Deferred Shares (STI) 1/09/ Nil 1/07/2016 Deferred Shares (STI) 1/09/ Nil 1/07/2015 ) For STI awards deferred as shares/rights, the fair value is the volume weighted average closing price of Commonwealth Bank ordinary shares over the five trading days prior to grant date.