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Whitehaven Coal Limited : Annual Report 2011
32 7. reMunerAtion rePort – AuDiteD 7. 1 Principles of compensation – audited Remuneration is referred to as compensation throughout this report. Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Company and the consolidated entity, including directors of the Company and other executives. Key management personnel comprise the directors of the Company and executives for the Company and the consolidated entity including the five most highly remunerated executives. Compensation levels for key management personnel and secretaries of the Company and key management personnel of the consolidated entity are competitively set to attract and retain appropriately qualified and experienced directors and executives. The Remuneration and Nominations Committee obtains independent advice on the appropriateness of compensation packages of both the Company and the consolidated entity given trends in comparative companies both locally and internationally and the objectives of the Company’s compensation strategy. The compensation structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The compensation structures take into account: • the capability and experience of the key management personnel • the key management personnel’s ability to control performance • the consolidated entity’s performance including: – the consolidated entity’s earnings – the growth in share price and delivering constant returns on shareholder wealth – the amount of incentives within each key management person’s compensation. Compensation packages may include a mix of fixed compensation and short and long-term incentives. In addition to their salaries, the consolidated entity also provides non-cash benefits to its key management personnel. Fixed compensation Fixed compensation consists of base compensation (which is calculated on a total cost basis and includes any FBT charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds. Compensation levels are reviewed annually by the Remuneration and Nominations Committee through a process that considers individual and overall performance of the consolidated entity. In addition, external consultants provide analysis and advice to ensure the directors’ and senior executives’ compensation is competitive in the market place. A senior executive’s compensation is also reviewed on promotion. Short-term incentive bonus Each year, the Managing Director assesses the performance of senior executives and may recommend the payment of a short-term incentive bonus to the Board for approval. Long-term incentive The objective of LTI compensation is to reward and retain key management personnel in a manner which aligns this element of compensation with the creation of shareholder wealth. As such, LTI grants are made to employees who are able to influence the generation of shareholder wealth and therefore have a direct impact on the Company’s performance. LTI grants to executives are delivered in the form of options. The grant of options is a direct link between director, executive and shareholder wealth. The indices below are considered when measuring the Group’s performance and benefits for shareholder wealth. DIRECTORS’ REPORT
Annual Report 2010
Annual Report 2012