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Whitehaven Coal Limited : Annual Report 2012
54 7. REMUNERATION REPORT (CONTINUED) 7.4 Remuneration during FY2012 -- audited (continued) 7.4.3 Summary of treatment of remuneration on change of control and Merger Component Treatment on change of control/Merger Fixed remuneration No impact -- fixed remuneration continued on foot until implementation of revised fixed remuneration arrangements from 1 May 2012 Short term incentive 80% of target STI (pro-rated for the 10 month performance period) vested on the Merger based on Group performance over the period from 1 July 2011 to 30 April 2012. Long term incentive FY2012 grant 64.5% vested based on performance against the relative TSR hurdle up to 16 January 2012. The Board exercised its discretion under the plan rules to vest the remaining 35.5% upon final court approval of the Merger on 18 April 2012. Prior year grants For the FY2011 LTI grant 93.4% vested based on performance against the relative TSR hurdle up to 16 January 2012. The Board exercised its discretion under the plan rules to vest the remaining 6.6% upon final court approval of the Merger, For the FY2010 LTI grant, 100% vested based on performance against the relative TSR hurdle up to 16 January 2012. Retention bonus No impact -- retention payments vested prior to Merger on 1 February 2012 in accordance with original terms of the scheme As outlined above, the Board determined to accelerate vesting of entitlements under the Company's incentive plans on the Merger. This was considered appropriate in light of the fact that the incentive entitlements of Aston Resources' and Boardwalk Resources' employees crystallised in full on the Merger. In particular, the Board was of the view that: • Whitehaven Coal employees should not be less favourably treated as a result of the Merger than their Aston Resources and Boardwalk Resources counterparts; and • it was preferable for all employees of the merged entity to commence on a consistent, market-appropriate remuneration structure from the date of implementation of the Merger. The following table compares the value of remuneratin that would have been received by executives in FY2012 as part of their standard remuneration arrangements with the value of remuneration that was actually received, having regard to 'one-off' payments for FY2012 and the acceleration of benefits as a result of the Merger. DIRECTORS' REPORT
Annual Report 2011
Annual Report 2013