|
NON-EXECUTIVE DIRECTOR'S Remuneration for 2011 and 2010 |
Financial Year |
Short-term Employee Benefits $ |
Post Employment $ |
Termination Benefits1 $ |
Total $ |
|---|---|---|---|---|---|
| Current Non-Executive Directors | |||||
|
J Morschel (Appointed Director October 2004 appointed Chairman March 2010) Independent Non-Executive Director, Chairman |
2011 | 775,000 | 15,343 | – | 790,343 |
| 2010 | 566,250 | 14,646 | – | 580,896 | |
|
G Clark (Appointed February 2004) Independent Non-Executive Director |
2011 | 300,000 | 15,343 | – | 315,343 |
| 2010 | 261,000 | 14,646 | – | 275,646 | |
|
P Hay (Appointed November 2008) Independent Non-Executive Director |
2011 | 302,500 | 15,343 | – | 317,843 |
| 2010 | 276,000 | 14,646 | – | 290,646 | |
|
H Lee (Appointed February 2009) Independent Non-Executive Director |
2011 | 280,000 | 15,343 | – | 295,343 |
| 2010 | 235,000 | 14,646 | – | 249,646 | |
|
I Macfarlane (Appointed February 2007) Independent Non-Executive Director |
2011 | 314,500 | 15,343 | – | 329,843 |
| 2010 | 272,000 | 14,646 | – | 286,646 | |
|
D Meiklejohn (Appointed October 2004) Independent Non-Executive Director |
2011 | 320,186 | 15,343 | – | 335,529 |
| 2010 | 306,000 | 14,646 | – | 320,646 | |
|
A Watkins (Appointed November 2008) Independent Non-Executive Director |
2011 | 312,500 | 15,343 | – | 327,843 |
| 2010 | 303,000 | 14,646 | – | 317,646 | |
| Former Non-Executive Directors | |||||
|
C Goode (Appointed director July 1991 appointed Chairman August 1995, retired 28 February 2010) Independent Non-Executive Director, Chairman |
2010 | 334,483 | 7,231 | 1,398,845 | 1,740,559 |
|
J Ellis (Appointed October 1995 retired 18 December 2009) Independent Non-Executive Director |
2010 | 51,546 | 3,615 | 478,333 | 533,494 |
| Total of all Non-Executive Directors | 2011 | 2,604,686 | 107,401 | – | 2,712,087 |
| 2010 | 2,605,279 | 113,368 | 1,877,178 | 4,595,825 | |
Your
JOHN MORSCHEL
Chairman
DipQS, FAICD
Director since October 2004. Chairman since March 2010. Ex officio member all Committees.
GREG CLARK
Chair of Technology
Committee
BSc (Hons), PhD, FAPS, FTSE
Director since February 2004. Member of the Risk and Human Resources Committees.
PETER HAY
Chair of Governance
Committee LLB (Melb), FAICD
Director since November 2008. Member of the Audit and Human Resources Committees.
IAN MACFARLANE, AC
Chair of Risk Committee
BEc (Hons), MEc, Hon DSc (Syd), Hon DSc (UNSW), Hon DCom (Melb), Hon DLitt (Macq), Hon LLD (Monash)
Director since February 2007.
Member of the Governance
and Audit Committees.
DAVID MEIKLEJOHN, AM
Chair of Audit Committee
BCom, DipEd, FCPA, FAICD, FAIM
Director since October 2004. Member of the Technology and Risk Committees.
ALISON WATKINS
Chair of Human Resources Committee
BCom, FCA , F Fin, FAICD
Director since November 2008. Member of the Audit and Governance Committees.
LEE HSIEN YANG
MSc, BA
Director since February 2009.
Member of the Risk, Human Resources and Technology Committees.
MICHAEL SMITH, OBE
Chief Executive Officer
Executive Director
BSc (Hons)
Chief Executive Officer since 1 October 2007
The above information sets out Board Committee memberships as at 30 September 2011. Full biography details can be found on our website: anz.com/about-us/our-company/executive/board-of-directors.
The Board is responsible to shareholders for the governance of ANZ, and oversees ANZ's operations and financial performance. It approves the strategic direction, financial objectives and appropriate risk appetite for the organisation.
NON-EXECUTIVE DIRECTOR'S REMUNERATION
REMUNERATION OVERVIEW
The following provides a summary of the remuneration for the Chief Executive Officer (CEO) and Disclosed Executives – Key Management Personnel*. The summary delineates between remuneration paid or realised in the current year and that awarded in the current year that is realised in subsequent years. A more detailed Remuneration Report is contained in the Annual Report pages 15 to 45. The Report can be accessed via the ANZ website as well as in hard copy.
ANZ's remuneration framework is designed to focus our people on creating and building value for our shareholders and other stakeholders. We aim to ensure there is a strong alignment between the short and long term interests of both our shareholders and the executive team.
There are three components to remuneration – fixed pay, Short Term Incentive (STI) and Long Term Incentive (LTI). In the case of the CEO his remuneration opportunity is split evenly between the three components. In the case of Disclosed Executives, a significant portion of their remuneration is 'at risk' but will differ from executive to executive.
REMUNERATION STRUCTURE
Chief executive officer
The following tables, relating to the CEO, show:
- The actual amounts or grants made in respect of the years 2010 and 2011;
- Any amounts which had to be deferred in respect of the years 2010 and 2011; and
- The actual amounts received in respect of the years 2010 and 2011.
* The term Key Management Personnel is defined under the Corporations Act.
|
Chief Executive Officer (M Smith)1 2 |
Fixed Pay ($) |
STI ($) |
LTI ($) |
Other grants/ benefits ($) |
Total ($) |
|---|---|---|---|---|---|
| 2011 | |||||
| Amounts paid or granted in respect of 2011 year | 3,150,000 | 3,300,000 | 3,150,0003 | 105,5155 | 9,705,515 |
| less amounts which must be deferred in respect of 2011 year | – | 1,550,000 | 3,150,000 | – | 4,700,000 |
| Amount received in respect of 2011 year | 3,150,000 | 1,750,000 | – | 105,5155 | 5,005,515 |
| 2010 | |||||
| Amounts paid or granted in respect of 2010 year | 3,000,000 | 4,750,000 | 3,000,0004 | 5,5005 | 10,755,500 |
| less amounts which must be deferred in respect of 2010 year | – | 2,250,000 | 3,000,000 | – | 5,250,000 |
| Amount received in respect of 2010 year | 3,000,000 | 2,500,000 | – | 5,5005 | 5,505,500 |
1. On commencement with ANZ, M Smith was granted three tranches of equity valued at $3m each. The second tranche became available on 2 October 2009 – price at vesting $23.5600 (based on one day VWAP as at 2 October 2009). Therefore the value of this tranche at date of vesting was $2,591,859. The third tranche became available on 2 October 2010 – price at vesting $23.5385 (based on one day VWAP as at 1 October 2010, as 2 October 2010 was a non-trading day). Therefore the value of this tranche at date of vesting was $2,589,494. These amounts are not reflected in the table above as they relate to a specific equity arrangement associated with his commencement and are not a part of his standard remuneration arrangements. 2. Equity which has been previously disclosed in remuneration reports in prior years that first vested in 2011 included STI deferred shares granted 13 November 2009, valued at $1,074,274 at vesting on 13 November 2010 (based on one day VWAP on 12 November 2010, as 13 November 2010 was a non-trading day) and LTI performance rights granted 19 December 2007, valued at $6,117,268 at vesting on 19 December 2010 (based on one day VWAP on 17 December 2010, as 19 December 2010 was a non-trading day). 3. The 2011 LTI relates to the LTI grant that is proposed for 2011, subject to approval by shareholders at the 2011 Annual General Meeting. 4. The 2010 LTI relates to the LTI grant approved by shareholders at the 2010 Annual General Meeting. 5. Other grants/benefits includes car parking, life insurance and taxation services. The insurance coverage for M Smith was updated in 2011 to a full Life and Personal Accident Insurance Policy which provides more comprehensive cover.
DISCLOSED EXECUTIVES
Key management personnel
The following tables cover those Disclosed Executives who were employed at the executive level for 2010 and 2011.
The tables detail:
- The actual amounts paid or granted in respect of the years 2010 and 2011;
- Any amounts which had to be deferred in respect of the years 2010 and 2011; and
- The actual amounts received in respect of the years 2010 and 2011.
|
Fixed Pay ($) |
STI ($) |
LTI ($) |
Other grants/ benefits ($) |
Total ($) |
|
|---|---|---|---|---|---|
| Chief Executive Officer, Australia – (P Chronican)1 | |||||
| 2011 | |||||
| Amounts paid or granted in respect of 2011 year | 1,300,000 | 1,600,000 | 650,000 | 5,744 | 3,555,744 |
| less amounts which must be deferred in respect of 2011 year | – | 700,000 | 650,000 | – | 1,350,000 |
| Amount received in respect of 2011 year | 1,300,000 | 900,000 | – | 5,744 | 2,205,744 |
| 2010 | |||||
| Amounts paid or granted in respect of 2010 year | 1,079,000 | 1,400,000 | 650,000 | 296,974 | 3,425,974 |
| less amounts which must be deferred in respect of 2010 year | – | 600,000 | 650,000 | – | 1,250,000 |
| Amount received in respect of 2010 year | 1,079,000 | 800,000 | – | 296,974 | 2,175,974 |
| Chief Executive Officer, Institutional – (S Elliott)2 | |||||
| 2011 | |||||
| Amounts paid or granted in respect of 2011 year | 1,050,000 | 1,008,000 | 650,000 | 10,191 | 2,718,191 |
| less amounts which must be deferred in respect of 2011 year | – | 404,000 | 650,000 | – | 1,054,000 |
| Amount received in respect of 2011 year | 1,050,000 | 604,000 | – | 10,191 | 1,664,191 |
| 2010 | |||||
| Amounts paid or granted in respect of 2010 year | 1,000,000 | 2,500,000 | 550,000 | 12,334 | 4,062,334 |
| less amounts which must be deferred in respect of 2010 year | – | 1,150,000 | 550,000 | – | 1,700,000 |
| Amount received in respect of 2010 year | 1,000,000 | 1,350,000 | – | 12,334 | 2,362,334 |
| Chief Executive Officer, New Zealand – (D Hisco)3 | |||||
| 2011 | |||||
| Amounts paid or granted in respect of 2011 year | 960,000 | 1,612,800 | 480,000 | 357,283 | 3,410,083 |
| less amounts which must be deferred in respect of 2011 year | – | 710,400 | 480,000 | – | 1,190,400 |
| Amount received in respect of 2011 year | 960,000 | 902,400 | – | 357,283 | 2,219,683 |
| 2010 | |||||
| Not a disclosed executive in 2010 | |||||
| Chief Executive Officer, Asia Pacific, Europe & America – (A Thursby)4 | |||||
| 2011 | |||||
| Amounts paid or granted in respect of 2011 year | 1,050,000 | 1,600,000 | 700,000 | 7,375 | 3,357,375 |
| less amounts which must be deferred in respect of 2011 year | – | 700,000 | 700,000 | – | 1,400,000 |
| Amount received in respect of 2011 year | 1,050,000 | 900,000 | – | 7,375 | 1,957,375 |
| 2010 | |||||
| Amounts paid or granted in respect of 2010 year | 1,000,000 | 2,500,000 | 550,000 | 23,570 | 4,073,570 |
| less amounts which must be deferred in respect of 2010 year | – | 1,150,000 | 550,000 | – | 1,700,000 |
| Amount received in respect of 2010 year | 1,000,000 | 1,350,000 | – | 23,570 | 2,373,570 |
| Deputy Chief Executive Officer – (G Hodges)5 | |||||
| 2011 | |||||
| Amounts paid or granted in respect of 2011 year | 1,000,000 | 1,200,000 | 500,000 | 24,350 | 2,724,350 |
| less amounts which must be deferred in respect of 2011 year | – | 500,000 | 500,000 | – | 1,000,000 |
| Amount received in respect of 2011 year | 1,000,000 | 700,000 | – | 24,350 | 1,724,350 |
| 2010 | |||||
| Amounts paid or granted in respect of 2010 year | 1,000,000 | 1,140,000 | 500,000 | 17,309 | 2,657,309 |
| less amounts which must be deferred in respect of 2010 year | – | 470,000 | 500,000 | – | 970,000 |
| Amount received in respect of 2010 year | 1,000,000 | 670,000 | – | 17,309 | 1,687,309 |
| Chief Financial Officer – (P Marriott)6 | |||||
| 2011 | |||||
| Amounts paid or granted in respect of 2011 year | 1,000,000 | 1,440,000 | 500,000 | 5,774 | 2,945,774 |
| less amounts which must be deferred in respect of 2011 year | – | 620,000 | 500,000 | – | 1,120,000 |
| Amount received in respect of 2011 year | 1,000,000 | 820,000 | – | 5,774 | 1,825,774 |
| 2010 | |||||
| Amounts paid or granted in respect of 2010 year | 1,000,000 | 1,140,000 | 500,000 | 2,595 | 2,642,595 |
| less amounts which must be deferred in respect of 2010 year | – | 470,000 | 500,000 | – | 970,000 |
| Amount received in respect of 2010 year | 1,000,000 | 670,000 | – | 2,595 | 1,672,595 |
| Chief Risk Officer – (C Page)7 | |||||
| 2011 | |||||
| Amounts paid or granted in respect of 2011 year | 1,100,000 | 1,500,000 | – | 7,375 | 2,607,375 |
| less amounts which must be deferred in respect of 2011 year | – | 650,000 | – | – | 650,000 |
| Amount received in respect of 2011 year | 1,100,000 | 850,000 | – | 7,375 | 1,957,375 |
| 2010 | |||||
| Amounts paid or granted in respect of 2010 year | 1,100,000 | 1,320,000 | 425,000 | 60,565 | 2,905,565 |
| less amounts which must be deferred in respect of 2010 year | – | 560,000 | 425,000 | – | 985,000 |
| Amount received in respect of 2010 year | 1,100,000 | 760,000 | – | 60,565 | 1,920,565 |
1. P Chronican – P Chronican commenced on 30 November 2009 so 2010 payments reflect amounts received for the partial service for the 2010 year. Other grants/benefits includes car parking and relocation expenses. 2. S Elliott – Other grants/benefits includes car parking and relocation expenses. Equity which has been previously disclosed in remuneration reports in prior years that first vested in 2011 included STI deferred shares granted 13 November 2009, valued at $25,566 at vesting on 13 November 2010 and STI deferred options granted 13 November 2009, valued at $2,796 at vesting on 13 November 2010*. In addition to remuneration shown above, S Elliott received an equity grant in 2009 in accordance with his employment arrangements on joining ANZ. ANZ agreed to provide S Elliott with shares to the value of $125,000 deferred for one year and shares to the value of $125,000 deferred for two years. The shares were granted on 11 June 2009. The one year deferred shares became available on 11 June 2010, valued at $172,589 at vesting. The two year deferred shares became available on 11 June 2011, valued at $162,464 at vesting. 3. D Hisco – D Hisco commenced in role on 13 October 2010 so 2011 payments reflect amounts received for the partial service for the 2011 year. Other grants/benefits includes relocation expenses such as flight and housing assistance, and taxation services. Equity which first vested in 2011 included STI deferred shares granted 13 November 2009, valued at $136,836 at vesting on 13 November 2010* and LTI performance rights granted 30 October 2007, valued at $634,134 at vesting on 31 October 2010. 4. A Thursby – Other grants/benefits includes car parking and relocation expenses. Equity which has been previously disclosed in remuneration reports in prior years that first vested in 2011 included STI deferred shares granted 31 October 2008, valued at $308,051 at vesting on 31 October 2010, STI deferred shares granted 13 November 2009, valued at $613,871 at vesting on 13 November 2010*, STI deferred options granted 31 October 2008, valued at $635,420 at vesting on 31 October 2010 and LTI performance rights granted 30 October 2007, valued at $1,153,007 at vesting on 31 October 2010. In addition to remuneration shown above, A Thursby received an equity grant in 2009 in accordance with his employment arrangements on joining ANZ. ANZ agreed to provide A Thursby with three separate tranches of deferred shares to the value of $1m per annum. The first tranche was made on 3 September 2007, the second on 28 August 2008 and the final tranche was granted on 22 September 2009. The shares are restricted and held in trust for three years from the date of allocation. The first tranche became available on 3 September 2010, valued at $804,989 at vesting. The second tranche became available on 28 August 2011, valued at $1,249,537 at vesting. 5. G Hodges – Other grants/benefits includes car parking and taxation services. Equity which has been previously disclosed in remuneration reports in prior years that first vested in 2011 included STI deferred shares granted 13 November 2009, valued at $168,817 at vesting on 13 November 2010*, STI deferred options granted 31 October 2008, valued at $261,641 at vesting on 31 October 2010, STI deferred share rights granted 31 October 2008, valued at $141,038 at vesting on 31 October 2010 and LTI performance rights granted 30 October 2007, valued at $1,441,258 at vesting on 31 October 2010. 6. P Marriott – Other grants/benefits includes car parking. Equity which has been previously disclosed in remuneration reports in prior years that first vested in 2011 included STI deferred shares granted 31 October 2008, valued at $90,580 at vesting on 31 October 2010, STI deferred shares granted 13 November 2009, valued at $166,251 at vesting on 13 November 2010*, STI deferred options granted 31 October 2008, valued at $186,886 at vesting on 31 October 2010 and LTI performance rights granted 30 October 2007, valued at $1,441,258 at vesting on 31 October 2010. 7. C Page – Other grants/benefits includes car parking, relocation expenses and taxation services. Equity which has been previously disclosed in remuneration reports in prior years that first vested in 2011 included STI deferred shares granted 13 November 2009, valued at $358,091 at vesting on 13 November 2010*.
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Important Dates For Shareholders*
2 May 2012 Interim Results Announcement
10 May 2012 Interim Dividend Ex-Date
16 May 2012 Interim Dividend Record Date
2 July 2012 Interim Dividend Payment Date
25 October 2012 Annual Results Announcement
8 November 2012 Final Dividend Ex-Date
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19 December 2012 Annual General Meeting
* if there are any changes to these dates, the australian securities exchange will be notified accordingly.