Remuneration Report
Section 2 — Remuneration Governance A. Role of the Board and the Remuneration and Human Resources Committee The Remuneration and Human Resources Committee (Committee) assists the Board in ensuring that Elders establishes and maintains remuneration strategies and policies aligned with Elders’ overall objectives and in accordance with the practice set out in the ASX Corporate Governance Council Principles and Recommendations. The Board has delegated oversight of Elders’ remuneration policies and practices to the Committee. On an annual basis the Board reviews and approves the performance and remuneration plans and outcomes for the MD & CEO on the recommendation of the Chairman and the Committee. The plans and outcomes for the MD & CEO’s direct reports are reviewed and approved annually by the Committee on the recommendation of the MD & CEO, and the MD & CEO approves the plans and outcomes for positions reporting to his direct reports. The Committee reviews the key elements of Senior Executive employment contracts as well as the MD & CEO’s recommendations for equity incentives to Senior Executives and other senior managers in Elders. The Committee also reviews major remuneration policies and programs applying across Elders. The role and responsibilities of the Committee are set out in the Corporate Governance Statement which along with the Committee’s Charter is published on Elders’ website at elders.com.au. The Committee is comprised entirely of Non-Executive Directors.
B. Key Committee activities During 2017, the Committee met on five occasions. The Committee has a strong focus on the relationship between business performance, risk management and remuneration with the following activities occurring during the year:
C. Independent remuneration advice The Committee is briefed by management, however, the Committee makes all decisions free of the influence of management. Further to the management briefings, to assist in its decision-making, the Committee may, from time to time, seek independent advice from remuneration consultants, and in so doing will directly engage with the consultant without management involvement. In the year ending 30 September 2017, the Committee approved the engagement of Korn Ferry Hay Group to provide market remuneration information for the MD & CEO role. Total fees paid to Korn Ferry Hay Group were $11,200 (excluding GST). Korn Ferry Hay Group has confirmed that any remuneration recommendations have been made free from undue influence by members of the KMP. The agreement for the provision of remuneration consulting services was executed by the Chairman and the report containing the remuneration recommendations was provided by Korn Ferry Hay Group directly to the chair of the Remuneration and Human Resources Committee. As a consequence, the Board is satisfied that the recommendations were made free from undue influence from any members of KMP.
—— establishing performance objectives for the organisation, and setting KPIs for the MD & CEO —— determining reward outcomes for the MD & CEO and review of the outcomes for Executive Committee —— review and approval of short-term and long-term incentive plans —— review of talent and succession plans for the Executive Committee —— monitoring of progress toward diversity objectives —— review of culture and employee effectiveness —— review of capability programs, including leadership and technical development —— monitoring workplace behaviour, and annual review of human resources policies, processes and guidelines.
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