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44 Independence Group NL

DIRECTORS’ REPORT

Directors' report

30 June 2016

(continued)

Remuneration report

The Remuneration Report for the year ended 30 June 2016 outlines the Director and executive remuneration

arrangements of the Company in accordance with the requirements of the

Corporations Act 2001

and its regulations.

For the purposes of this report, Key Management Personnel (KMP) of the Group are defined as those persons having

authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly,

including any Director, whether executive or otherwise of the Company. For the purposes of this report the term

“Executive” includes the Managing Director, Chief Operating Officer, Chief Financial Officer, Chief Growth Officer,

Sustainability Manager, Organisational Capability Manager and Company Secretary.

Details of KMP covered in this report

Non-executive and executive Directors (see pages 41 to 42 for details about each Director)

Peter Bilbe

Chairman

Peter Bradford

Managing Director

Peter Buck

Non-executive Director

Geoffrey Clifford

Non-executive Director

Keith Spence

Non-executive Director

Neil Warburton (from 12 October 2015)

Non-executive Director

Mark Bennett (from 12 October 2015 until 31 May

2016)

Non-executive Director

Other key management personnel

Name

Position

Keith Ashby

Sustainability Manager

Rob Dennis (from 1 March 2016)

Chief Operating Officer

Matt Dusci

Chief Growth Officer

Joanne McDonald (from 5 October 2015)

Company Secretary

Sam Retallack

Organisational Capability Manager

Scott Steinkrug

Chief Financial Officer

Brett Hartmann (until 29 February 2016)

General Manager, Operations

Tony Walsh (until 9 October 2015)

Company Secretary and General Manager, Corporate

1. Prior to being appointed Chief Operating Officer, Mr Dennis held the role of General Manager, Project Development (from 22

September 2015) and prior to that Chief Operating Officer of Sirius Resources NL.

2. Mr Hartmann now holds the role of General Manager, Nova.

Remuneration Committee

The Company’s Remuneration Committee (Committee) is made up entirely of non-executive directors, the majority of

whom are independent. The Committee is charged with assisting the Board by reviewing and making appropriate

recommendations on the following:

• the Company’s remuneration policy and structure annually, to ensure it remains aligned to business needs and

meets the Company’s remuneration principles (including determining total fixed remuneration (TFR), short-term

incentive (STI) key performance indicators and long-term incentive (LTI) performance hurdles, and vesting of

STIs/LTIs);

• an executive remuneration policy for KMP (including reviewing and monitoring the ongoing appropriateness and

relevance of the policy);

• equity based remuneration plans for KMP and other employees;

• superannuation arrangements; and

• remuneration by gender.

The Committee, chaired by Peter Buck, held five meetings during the year. Messrs Bilbe, Clifford, Spence and

Warburton are also Committee members. The Managing Director is invited to attend those meetings which consider the

remuneration strategy of the Group and recommendations in relation to Executives.

Further information on the Committee’s role, responsibilities and membership can be found at

www.igo.com.au

.

Independence Group NL

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