54Change in Control Provisions Need Review
A change in control (CIC) event is often not well addressed in executive KMP employment contracts and plans rules for short term incentive (STI) and long term incentive (LTI) plans. For many companies there is a strong need to review CIC event provisions. Such reviews should be undertaken well before a CIC event is likely to occur.
53Remuneration Governance – Time Well Spent?
This issue focusses on the KMP remuneration governance and policy documentation that companies should use as the foundation for preparation of the company’s Remuneration Report.
52Treating “Good Leavers” Badly
One of the surprising findings from research reported in the 2013 GRG KMP Incentives Guide is that most companies appear to be exposing executive KMP who are “good leavers” to reduced benefits on cessation of employment including reduced STI payouts and lower or nil vesting of LTI grants. This issue needs urgent attention.
51Understanding Proxy Advisors & Stakeholder Groups
In the last 6 months GRG has been meeting with major proxy advisor and stakeholder groups in order to obtain a better understanding of their expectations with regards to remuneration governance issues. This article summarises the major themes that emerged from those discussions.
50Company Aligned New Incentives
In December 2012 Blackrock released a paper titled 'Time to Rethink Executive Incentive Programs'. It was critical of many incentive plans being used for executives who are KMP, and suggested that companies were not designing incentive plans to suit their specific circumstances. This paper discusses three companies, namely Macquarie Group, Seek and Tatts Group, that have or are considering adopting different approaches to KMP incentive remuneration.
49Clawback of Overpaid KMP Remuneration
Released in December 2012, 'Corporations Amendments – Improving Disclosure Requirements' recommended a clawback of remuneration overpaid to key management personnel (KMP). The topic remains relevant due to many companies already having introduced clawback policies.
48Are ASX Listed Companies Breaching the Law?
This issue focuses on two ASX Listing Rules and the relevant related party provisions of the Corporations Act as compliance with these provisions often involves advice from independent external remuneration consultants.
47More on Using Options for Remunerating Non-executive Directors
We discusse the need for a re-examination of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Principles & Recommendations). Given the difference in values produced for options granted by established and start-up (including exploration and biotechnology) companies - are improvements required in the communication of the valuation of options for acceptance by shareholders of the granting of options to NEDs?
46Share Ownership for Non-executive Directors
Paying NEDs in options remains contentious. NEDs holding options can be seen as possibly detracting from their independence and impartiality. This edition seeks to encourage further consideration of options as an element of NED remuneration.
45Checklist for Remuneration Committees
Boards should consider moving beyond compliance to what else should be done to ensure that the issues are governed and communicated effectively. This checklist outlines some of the issues that should be considered by the Remuneration Committee undertaking this task.