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Whitehaven Coal Limited : Annual Report 2013
88 Whitehaven Coal Limited Annual Report 2013 Use of external advisers The Remuneration Committee seeks and considers advice from external advisers when required. External advisers are engaged by and report directly to the Remuneration Committee. Such advice will typically cover Non-executive Director remuneration, senior executive remuneration and advice in relation to equity plans. The Corporations Act requires companies to disclose speci c details regarding the use of remuneration consultants. The mandatory disclosure requirements only apply to those advisers that provide a 'remuneration recommendation' as de ned in the Corporations Act. The only remuneration consultant engaged during FY2013 to provide a remuneration recommendation was Egan Associate as a continuation of their FY2012 engagement to advise on the new remuneration structure and arrangements for senior executives. The speci c recommendations provided related to the LTI, including proposed award allocations and performance hurdles, and assistance with determining the appropriate remuneration for incoming senior executives. Other services included attendance at Remuneration Committee meetings, assistance with communication of the new remuneration arrangements, and provision of benchmarking information. The Board is satis ed that the recommendations were free from undue in uence on the basis that: • the remuneration recommendations were provided directly to the members of the Remuneration Committee, none of whom are executive Directors; • the engagement of Egan Associates was overseen by the Remuneration Committee and the Committee has no reason to believe that any inappropriate pressure was placed on Egan Associates by members of the management team with a view to in uencing the recommendations provided; and • Egan Associates has provided a declaration that the recommendations provided during FY2013 were free from undue in uence by any members of the KMP to whom the recommendations related. The Board is satis ed that the recommendations provided by Egan Associates were so provided. Aside from the recommendations described above, Egan Associates also provided ad hoc support and advice as requested by the Remuneration Committee, including attendance at Committee meetings and the provision of benchmarking data and technical advice on KMP remuneration. This additional advice did not constitute remuneration recommendations. As required to be disclosed by the Corporations Act, within the context of the work described above, the fees paid to Egan Associates for the recommendations were $11,135 (excluding GST) and the fees for other services were $53,860 (excluding GST). There were no other remuneration recommendations provided to the Remuneration Committee during FY2013. However, Ernst & Young provided information and conducted workshops in relation to the introduction of a possible second performance hurdle to apply to the LTI (but this did not entail a 'remuneration recommendation' as de ned in the Corporations Act). The fees paid to Ernst & Young for this work were $28,000. 8. REMUNERATION REPORT CONTINUED 8.4 Remuneration principles and framework -- audited (continued) 8.4.2 Remuneration governance (continued) Directors' Report
Annual Report 2012