19
FLEXIGROUP LIMITED FINANCIAL REPORT 2011
Meetings of Directors
FlexiGroup Limited
Scheduled Board
meetings
Audit & Risk
Committee
Nomination
Committee
Remuneration
Committee
Held Attended
Held Attended
Held Attended
Held Attended
M Jackson
12
12
4
4
–
–
4
4
J DeLano
12
12
+
+
–
–
+
+
A Abercrombie
12
11
+
+
–
–
4
4
R Dhawan
12
10
4
3
–
–
4
4
R J Skippen
12
12
4
4
–
–
4
4
+ Not a member of the relevant committee
Company Secretary
The Company Secretary is David Stevens. David was
appointed to the position of Company Secretary in
August 2008. David has over 12 years’ experience
in fnancial services and professional services.
Remuneration Report
The remuneration report is set out under the following
main headings:
A. Principles used to determine the nature and amount
of remuneration
B. Details of remuneration
C. Service agreements
D. Share-based compensation – FlexiGroup Limited
arrangements
E. Additional information
The information provided in this remuneration report
has been audited as required by section 308(3C) of
the
Corporations Act 2001
.
A. Principles used to determine the nature and
amount of remuneration
The objective of the Group’s executive reward framework
is to ensure reward for performance is competitive and
appropriate for the results delivered. The framework aligns
executive rewards with achievement of strategic objectives
and the creation of value for shareholders and conforms
to market best practice for delivery of reward. The Board
ensures that executive remuneration satisfes the following
key criteria for good reward governance practices:
• competitiveness and reasonableness
• acceptability to shareholders
• performance linkage/alignment of executive
compensation
• transparency
• capital management
In consultation with external remuneration consultants, the
Group has structured an executive remuneration framework
that is market competitive and complementary to the
reward strategy of the organisation.
Alignment to shareholders’ interests:
• has economic proft as a core component of plan design
• focuses on sustained growth in shareholder wealth as
measured by growth in earnings per share and other
fnancial and non-fnancial performance indicators
• attracts and retains high calibre executives
Alignment to program participants’ interests:
• rewards capability and experience
• refects competitive reward for contribution to growth
in shareholder wealth
• provides a clear structure for earning rewards
• provides recognition for contribution
The framework provides a mix of fxed and variable pay,
and a blend of short and long-term incentives. As executives
gain seniority with the Group, the balance of this mix shifts
to a higher proportion of “at risk” rewards.
Non-Executive Directors
Fees and payments to Non-Executive Directors refect the
demands that are made on, and the responsibilities of, the
Non-Executive Directors. Non-Executive Directors’ fees and
payments are reviewed annually and benchmarked where
appropriate by the Board. Non-Executive Directors do not
receive share options. Non-Executive Directors may opt
each year to receive a percentage of their remuneration
in FlexiGroup Limited shares which would be acquired
on–market. Shareholders approved this arrangement on
20 November 2006 but no Directors have as yet elected
to participate in the arrangement.