DIRECTORS’ REPORT CONTINUED
•
if annual compound TSR growth
over the Performance Period is less
than the 51st percentile, no shares
will vest with the executives;
•
if annual compound TSR growth
over the Performance Period is equal
to or exceeds the 51st percentile
but less than 75th percentile, the
proportion of performance shares
vesting will be increased on a
pro-rata basis between 50%
and 100%; or
•
if annual compound TSR growth
over the Performance Period is
equal to or greater than 75th
percentile, all of the performance
shares awarded (and attaching
to this hurdle) will vest with
the executive.
The TSR calculation, once completed,
is independently reviewed. If the TSR
measure is not achieved within the initial
performance measurement period to a
threshold level or higher, there will no
entitlement to shares for a participant.
If the TSR performance measure is
achieved to a threshold level or higher in
the initial period, it will not be retested.
The Board has retained the discretion
to vary the performance hurdles
and criteria.
Options
Prior to 17 September 2004, the Company
delivered LTI grants to executives in the
form of options. The last issue of options
was granted on 16 September 2004. The
Management Share Option Plan has
since been suspended and no further
grants have been made since 2004.
All options on issue have vested and
are currently exercisable. The details
of options granted, the value of options,
vesting periods and lapsed options
under the LTI plan are outlined on
page 39.
Performance indices
In considering the Group’s performance
and benefits for shareholders’ wealth,
the Nomination and Remuneration
Committee has regard to the following
indices in respect of the current year
and the previous four years:
AIFRS Previous AGAAP
2007 2006 2005 2004 2003
$ $ $ $ $
Normalised
operating profit* 81,914,000 73,693,000 64,949,000 59,349,000 42,357,000
Share price (year end) 6.45 4.87 4.30 3.37 2.37
* Net profit before individually significant items, minority interest and
income tax.
Employment contracts
It is the Group’s policy that employment contracts for the Managing
Director and
each senior executive are unlimited in term.
The employment contracts typically outline the components of remuneration
paid to
the Managing Director and executives but do not prescribe how remuneration
levels
are to be modified from year to year. Generally, remuneration levels are reviewed
each
year to take into account cost-of-living changes, and any change in the scope
of the
role performed by the senior executive and any changes required to meet the
principles of the remuneration policy.
Termination provisions in the employment contracts with the named executives
are
summarised in the table below:
Executive
Termination
by executive Termination by Company
Expiry date
of contracts
DC Seargeant The notice period
is three months.
Other than for gross misconduct,
the notice period for the Company
is one month. On termination, the
Company may make a payment
in lieu of notice, equal to the notice
period. The Company retains the
right to terminate the contract
immediately under certain
conditions. On termination, the
executive is entitled to accrued
annual and long service benefits.
There are no other termination
payments. Payment of any LTI
incentive (or pro-rata thereof)
is at the discretion of the Board.
Not applicable,
rolling contracts.
NC Arundel
GC Dean
MR Duff
HR Eberstaller
RD Entwistle
PW Horton
The notice period
is four weeks.
Key management personnel
Key management personnel have authority and responsibility for planning, directing
and controlling the activities of the Company
and the Group, including directors of the Company and executives.
Name Position Period of responsibility Employing company
Directors
Alan Rydge Chairman and non-executive director 1 July 2006 — 30 June
2007 (a)
Anthony Clark Independent non-executive director 1 July 2006 — 30 June
2007 (a)
Thomas Ford Independent non-executive director 1 July 2006 — 30 June
2007 (a)
Robert Graham Independent non-executive director 1 July 2006 — 30 June
2007 (a)
Meredith Hellicar Independent non-executive director 1 July 2006 — 30
June 2007 (a)
John O’Neill Independent non-executive director 14 December 2006 — 30
June 2007 (a)
Executive Director
David Seargeant Managing Director and Chief Executive Officer 1 July 2006 — 30
June 2007 (a)
Executives
Norman Arundel Managing Director Rydges Hotels & Resorts 29 January 2007 — 30
June 2007 (b)
Gregory Dean Company Secretary 1 July 2006 — 30 June 2007 (a)
Mathew Duff Director Commercial 1 November 2006 — 30 June 2007 (a)
Hans Eberstaller Managing Director AHL Strategic Investments 1 July 2006 — 30
June 2007 (c)
Ross Entwistle Managing Director AHL Entertainment 13 November 2006 — 30
June 2007 (c)
Peter Horton Director Finance & Accounting 1 July 2006 — 30 June
2007 (a)
Former executives
Paul Lonergan Managing Director AHL Hospitality & Leisure 1 July 2006 — 31
March 2007 (b)
Gary Lopez Director of Technology Services 1 July 2006 — 29 September
2006 (a)
Damian Tynan Director of Group Marketing & Sales 1 July 2006 — 30
November 2006 (a)
(a) Amalgamated Holdings Limited.
(b) Rydges Hotels Limited.
(c) The Greater Union Organisation Pty Limited.
Directors’ and Executives’ Remuneration
Details of the nature and amount of each major element of the remuneration
of each director of the Company and each of the
named executive officers of the Company and the Group receiving the highest
remuneration are set out below. In accordance with
the requirements of AASB 124 Related Party Disclosures, the remuneration tables
are calculated on an accruals basis and only
includes remuneration relating to the portion of the relevant periods that
each individual was a key management person.
Post-
employ-
Short term ment Share-based Other
Pro-Value of
Fixed Retire-portion of options
annual Super-Movement mentremuneras
a
remunerannuation
in accrued /termation
per-proportion
ation and STI Non-cash contri-LTI LTI leave entiination
Insurance formance of remunfees
bonuses benefits butions options(a) equity(b) tlements benefits premiums(c)
Total related eration
$ $ $ $ $ $ $ $ $ $
Directors
Non-executive
AG Rydge
2007 197,314 — — 12,686 — — — — — 210,000 — —
2006
AJ Clark
179,749 — 12,139 — — — — — 191,888 — —
2007 95,413 — — 8,587 — — — (d) 22,580 — 126,580 — —
2006
TC Ford
82,798 — — 7,452 — — — (d) 42,109 — 132,359 — —
2007 73,394 — — 6,606 — — — — — 80,000 — —
2006
RM Graham
65,367 — — 5,883 — — — (d) 3,110 74,360 — —
2007 86,303 — — 5,697 — — — — — 92,000 — —
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