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58 Independence Group NL

DIRECTORS’ REPORT

Directors' report

30 June 2016

(continued)

Remuneration report (continued)

Additional statutory information (continued)

(iv) Reconciliation of share rights shares held by KMP (continued)

1. The Company achieved shareholder return over the 3 year period to 30 June 2015 of greater than 115% of the S&P ASX 300 Metals

and Mining Index (Index) resulting in 100% vesting of the share rights attributable to shareholder return (75%).

2. The Company achieved less than 100% of average target Return on Equity (ROE) for the 3 year period to 30 June 2015 resulting in

0% vesting of the share rights attributable to ROE (25%).

3. Share rights vesting to Ms Retallack in the FY16 year relate to the grant of share rights prior to being a KMP and were based on a

combination of shareholder return and personal performance. The Company achieved shareholder return over the one year period to 30

June 2014 of greater than 115% of the Index resulting in 100% vesting of the share rights attributable to shareholder return (40%). Ms

Retallack's personal performance return for the year ended 30 June 2014 resulted in 60% vesting of the share rights attributable to

personal performance (60%).

4. Share rights forfeited following resignation of KMP during the year.

(v) Shareholdings of KMP

The number of ordinary shares in the Company held by each director and other KMP, including their personally related

entities, are set out below.

2016

Name

Balance at the

start of the

period

Received on vesting

of share rights

Other changes

during the

period

1

Balance at the

end of the

year

Directors of Independence Group NL

Peter Bilbe

20,000

-

-

20,000

Peter Bradford

250,000

-

345,680

595,680

Peter Buck

4,700

-

-

4,700

Geoffrey Clifford

-

-

-

-

Keith Spence

-

-

-

-

Neil Warburton

2

-

-

103,368

103,368

HEADER

Other key management personnel

Keith Ashby

-

-

53,885

53,885

Rob Dennis

-

-

16,644

16,644

Matt Dusci

9,900

-

-

9,900

Joanne McDonald

-

-

-

-

Sam Retallack

7,443

12,422

-

19,865

Scott Steinkrug

-

46,845

-

46,845

Brett Hartmann

40,000

50,493

(90,493)

-

Tony Walsh

-

-

-

-

Total

332,043

109,760

429,084

870,887

1. Shareholdings are reversed to show a zero balance at 30 June 2016 on resignation as a director or ceasing to be a KMP.

2. Other changes during the year include opening balances on becoming a KMP for the first time during the year.

(vi) Other transactions with KMP

During the current financial year, there were no other transactions with KMP or their related parties.

(vii) Voting of shareholders at last year's annual general meeting

Independence Group NL received more than 99% of “yes” votes on its remuneration report for the 2015 financial year.

The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

Shares under option

At the reporting date, there were no unissued ordinary shares under options, nor were there any ordinary shares issued

during the year ended 30 June 2016 on the exercise of options.

Independence Group NL

29