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41
APN
annual report
2011
remuneration report
APN News & Media Limited and Controlled Entities
E: Executive employment contracts
Remuneration and other terms of employment for the Senior Executives are formalised in employment contracts. The extent to which each
executive’s remuneration is performance-based is described in Section B.
Fixed-term contracts
Brett Chenoweth, Chief Executive Officer (commenced 1 January 2011)
Brett Chenoweth commenced employment with APN on 1 January 2011. Mr. Chenoweth is employed on a 3-year contract. Key details of
Mr. Chenoweth’s contract are as outlined below:
–
– Fixed remuneration:
Mr. Chenoweth receives fixed remuneration, inclusive of superannuation and other benefits, of $1.5 million per annum.
–
– STI:
For achievement of target performance under the STI plan, Mr. Chenoweth is entitled to an award of $600,000. For each 1% increase
(up to 5%) above target, Mr. Chenoweth is eligible for an additional $75,000. In addition, for each 1% increase above 6%, up to 10% above
target, Mr. Chenoweth is eligible for an additional $100,000.
–
– LTI:
Mr. Chenoweth is eligible for an annual award of Performance Rights under the LTI plan as follows:
–– 750,000 Performance Rights for the year ended 31 December 2011
–– Performance Rights to the value of 100% of fixed remuneration for each of the years ending 31 December 2012 and 2013 to be
granted in 2012 and 2013.
Vesting is subject to meeting TSR and EPS performance hurdles for the three-year period 1 January 2011 to 31 December 2013 as outlined
in Section C of this report.
–
– Notice period:
Employment may be terminated by either party giving 12 months’ notice or, where employment is terminated by the
Company, payment may be made in lieu of notice.
–
– Termination:
If Mr Chenoweth is considered a “good leaver” (i.e. leaves by reason of death, total disablement, redundancy or certain other
circumstances defined in Mr Chenoweth’s employment contract), and subject to shareholder approval, Mr. Chenoweth will be entitled to all
remuneration and statutory leave entitlements up to and including the date of termination, payment of STI for the relevant calendar year,
pro-rated to the date of termination and payment of the unvested LTI awards to the extent that performance hurdles are met.
Rolling contracts
Other Senior Executives
Peter Myers
Chief Financial Officer
Matt Crockett
Chief Development Officer
Martin Simons
Chief Executive, New Zealand Media
Warren Bright
Chief Executive, Australian Regional Media
Richard Herring
Group Radio and Outdoor Chief Executive
Warren Lee
Group Director – Content Strategy and Integration
Rob Lourey
Group Human Resources Director
Contractual operating terms for these other Senior Executives are substantially similar and contain confidentiality provisions:
Length of contract
Continuing.
Fixed compensation
Other Senior Executives receive fixed remuneration, inclusive of superannuation, and benefits which are
reviewed annually by the Chief Executive Officer, subject to approval of the Remuneration Committee.
Short-term incentives
Other Senior Executives are eligible to receive a STI payment, heavily weighted towards the financial
performance of the Group or the relevant division and determined in accordance with the principles
for STIs detailed in Section B.
Long-term incentives
Other Senior Executives are eligible to participate in the Company’s LTI at the Board’s discretion.
Termination
Employment may be terminated by either party giving 12 months’ notice (six months in the case of
Mr Crockett giving notice to APN) or, where employment is terminated by the Company, payment
may be made in lieu of notice.
Redundancy
If the Company terminates the employment of Mr Crockett, Mr Simons, Mr Bright or Mr Herring, for reasons
of redundancy, a termination payment would be paid depending on the length of their service, in each case
not exceeding the following amounts: Mr Crockett – 12 months base salary, Mr Simons – two years’ base
salary, Mr Bright – six months base salary and Mr Herring – 12 months’ remuneration.
Non-compete
Other Senior Executives are subject to non-compete provisions for the term of their notice period. In the
case of Mr Herring, the Company may elect to extend the non-compete by up to a further six months with
the payment of up to a further six months’ remuneration.
All contracts provide that employment may be terminated at any time without notice for serious misconduct.