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52 Independence Group NL
DIRECTORS’ REPORT
Directors' report
30 June 2016
(continued)
Remuneration report (continued)
Developments for FY17 (continued)
Executive Management STI
• To date the STI has been a 100% cash payment. In order to further align the interests of shareholders and
management, from FY17 the STI will be paid annually as a cash payment (50%) and service rights (50%). The
service rights will vest in two tranches, with the first tranche of 50% vesting after 12 months following the award and
the second tranche of 50% vesting after 24 months;
• Clawback provisions will be put in place for any unvested STI and LTI awards in the case of fraud, dishonesty,
gross misconduct or a material misstatement of the financial statements and subject to Board discretion;
• In the event of a takeover or change of control of the Company, the Board will have discretion to determine the
treatment of the unvested STI and LTI awards which may include pro-rata vesting; and
• The LTI measurement period will remain at three years and the performance measurement will continue to be
relative TSR, however, a gateway will be put in place to provide the Board with the overriding discretion to adjust
the LTI vesting if TSR is negative over the period.
Group-wide Remuneration
A number of changes have been made to the Company’s group-wide Total Rewards Framework to ensure the
Company continues to attract, motivate and retain the best people. The key highlights being:
• A revised benchmarking policy and job banding system;
• Payment of a competitive and equitable total fixed remuneration that incorporates a “pay for performance”
increment;
• Revision of the STI program; and
• Agreement to launch an Employee Share Ownership Plan in FY17 (subject to shareholder approval).
Company performance and remuneration
The Company aims to align its executive remuneration to the strategic and business objectives of the Group and the
creation of shareholder value. The table below shows measures of the Group's financial performance over the last five
years as required by the
Corporations Act 2001
. These measures are not necessarily consistent with the measures
used in determining the variable amounts of remuneration to be awarded to KMPs as other internal measures are used
to drive these results.
2016
2015
2014
2013
2012
Revenue ($millions)
413.2
495.3 399.1 225.9
216.6
Profit (loss) for the year attributable to owners of ($millions)
(58.8)
76.8
48.6 18.3 (285.3)
Dividends payments (cents/share)
2.5
11.0
7.0
5.0
2.0
Share price at year end ($/share)
3.28
4.17
4.35
2.26
3.16
Executive Contracts
Remuneration and other terms of employment for the executives are formalised in service agreements. The service
agreements specify the components of remuneration, benefits and notice periods. Participation in the STI and LTI plans
is subject to the Board's discretion. Other major provisions of the agreements relating to remuneration are set out below.
Independence Group NL
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