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CORPORATE GOVERNANCE STATEMENT REMUNERATION REPORT (AUDITED) The information provided in this report has been prepared based on the requirements of the Corporations Act 2001 and the applicable accounting standards. The report has been audited. The report outlines the remuneration arrangements for the company for the period to 30 June 2013 for the following individuals, who are the Key Management Personal (KMP) of the company: Name
Position held
Resigned/Appointed
Dr I Burston
Chairman and Non-Executive Director
Appointed as Non-Executive Director, 27 July 2007
Mr J Cooper
Non-Executive Director
Appointed as Non-Executive Director, 29 March 2011
Mr M Arnett
Non-Executive Director
Appointed as Non-Executive Director, 27 July 2007
Managing Director and Chief Executive Officer
Appointed as a Director of the Company 1 July 2006 and as Chief Executive Officer 7 July 2010.
Mr W Rooney
Managing Director – NRW Civil & Mining
Appointed 1 October 2008
Mr M Stewart
General Manager – NRW Civil
Appointed 1 July 2008
Mr T Cook
General Manager – NRW Mining – WA, NT and Overseas
Appointed 30 May 2011 - Resigned 7 December 2012
Mr T Raschella
Acting Chief Financial Officer
Acting appointment 7 August 2013.
Mr W Fair
General Manager – Action Drill & Blast Pty Limited
Appointed 1 March 2012
Mr M Wallace
Chief Financial Officer
Appointed 8 December 2008 - Left on 7 August 2013
Mr K Hyman
Company Secretary, Risk Management & Legal
Appointed 10 July 2007
Non-Executive Directors
Executive Director Mr J Pemberton Executives
The report refers to both Non-Executive Directors and Executive KMP. Unless noted Executive Directors are included in discussion of Executive KMP. The Remuneration Report is divided into the following sections: Section
Page
1.
Remuneration Governance
52
2.
Five Year Snapshot
53
3.
Executive KMP Remuneration Arrangements
53
4.
Executive KMP Remuneration Outcomes
58
5.
Non-Executive Director Remuneration
65
6.
Other Statutory Disclosures
66
The N&RC is mandated to engage external and independent remuneration advisors who do not have a relationship with or advise NRW management. During the reporting period the N&RC did not engage any such advisors. However during this period the N&RC took an active role in meeting and liaising with some.
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CORPORATE GOVERNANCE STATEMENT
NRW ANNUAL REPORT 2015
CORPORATE GOVERNANCE STATEMENT GLOSSARY The following terms used throughout our Remuneration Report are defined here: ASX
Australian Securities Exchange
EPS
Earnings Per Share
Executive KMP
Executive full time employees of NRW that are Key Management Personnel, i.e. KMP excluding NonExecutive Directors
FY12
The financial year ending 30 June 2012
FY13
The financial year ending 30 June 2013
FY14
The financial year ending 30 June 2014
KMP
Key Management Personnel according to the definition of that term in the Corporations Act 2001 (Cth), including Non-Executive Directors
LTI
Long Term Incentive
N&RC
Nomination and Remuneration Committee
NRW
NRW Holdings Limited
NRW Performance Rights
The Performance Rights plan of NRW approved by shareholders in general meeting on 23 November
Performance Right
A right that converts into one ordinary share in NRW on the meeting of the specified Vesting Conditions on the specified vesting dates
Relative TSR
Relative Total Shareholder Return
ROCE
Return on Capital Employed
STI
Short Term Incentive
Vesting Conditions
The Vesting Conditions that apply to the vesting of Performance Rights granted by NRW to its Executive KMP under the NRW Performance Rights Plan
VWAP
Volume Weighted Average Price of NRW ordinary shares quoted on the ASX
1. REMUNERATION GOVERNANCE NRW has established a Nomination and Remuneration Committee (N&RC) consisting of Michael Arnett, Ian Burston and John Cooper, being all of NRW’s independent Non-Executive Directors. The N&RC is responsible for making recommendations to the Board on the remuneration arrangements for Non-Executive Directors and Executive KMP as set out in the N&RC Charter. The N&RC provides advice, recommendation and assistance to the Board with respect to: • The remuneration of Non-Executive Directors, including the Chair of the Board; • The remuneration policies which are designed to attract and retain Executives with the expertise to enhance the competitive advantage, performance and growth of NRW; • Ensuring that the level and composition of Executive remuneration packages are fair, reasonable and adequate, and display a clear relationship between the performance of the individual and performance of NRW; • Termination and redundancy policies and the payments made to outgoing Executives; • Disclosures to be included in the corporate governance section of NRW’s annual report which relate to NRW’s remuneration policies and procedures. The N&RC is mandated to engage external and independent remuneration advisors who do not have a relationship with or advise NRW management. During the reporting period the N&RC did not engage any such advisors. However during this period the N&RC took an active role in meeting and liaising with some.
NRW ANNUAL REPORT 2015
CORPORATE GOVERNANCE STATEMENT
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