JOHN MORSCHEL
Chairman
Chair of Governance Committee
DipQS, FAICD
Director since October 2004. Chairman since March 2010. Ex officio member all Board Committees.
View full Biography
GREGORY CLARK
Chair of Technology Committee
BSc (Hons), PhD, FAPS, FTSE
Director since February 2004. Member of the Governance Committee and Human Resources Committee.
View full Biography
PETER HAY
LLB (Melb), FAICD
Director since November 2008. Member of the Audit Committee, Human Resources Committee and Risk Committee.
View full Biography
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 Committee and Technology Committee.
View full Biography
DAVID MEIKLEJOHN, AM
Chair of Audit Committee
BCom, DipEd, FCPA, FAICD, FAIM
Director since October 2004. Member of the Human Resources Committee and Risk Committee.
View full Biography
ALISON WATKINS
Chair of Human Resources Committee
BCom, FCA, F Fin, FAICD
Director since November 2008. Member of the Audit Committee and Risk Committee.
View full Biography
LEE HSIEN YANG
MSc, BA
Director since February 2009. Member of the Risk Committee and Technology Committee.
View full Biography
MICHAEL SMITH, OBE
Chief Executive Officer
Executive Director
BSc (Hons)
Chief Executive Officer since 1 October 2007.
View full BiographyThe above information sets out Board Committee memberships as at 30 September 2010.
Directors’ Remuneration 2009 & 2010
| Directors' Remuneration 2009 and 2010 | Financial Year |
Short-term Employee Benefits $ |
Post Employment $ |
Termination Benefits $ |
Total $ |
|---|---|---|---|---|---|
| Current Non-Executive Directors | |||||
|
JP Morschel (Appointed Director October 2004: Appointed Chairman March 2010) Independent Non-Executive Director, Chairman |
2010 | 566,250 | 14,646 | – | 580,896 |
| 2009 | 272,987 | 13,924 | – | 286,911 | |
|
GJ Clark (Appointed February 2004) Independent Non-Executive Director |
2010 | 261,000 | 14,646 | – | 275,646 |
| 2009 | 251,083 | 13,924 | – | 265,007 | |
|
PAF Hay (Appointed November 2008) Independent Non-Executive Director |
2010 | 276,000 | 14,646 | – | 290,646 |
| 2009 | 207,973 | 13,343 | – | 221,316 | |
|
HY Lee (Appointed February 2009) Independent Non-Executive Director |
2010 | 235,000 | 14,646 | – | 249,646 |
| 2009 | 139,412 | 10,149 | – | 149,561 | |
|
IJ Macfarlane (Appointed February 2007) Independent Non-Executive Director |
2010 | 272,000 | 14,646 | – | 286,646 |
| 2009 | 265,000 | 13,924 | – | 278,924 | |
|
DE Meiklejohn (Appointed October 2004) Independent Non-Executive Director |
2010 | 306,000 | 14,646 | – | 320,646 |
| 2009 | 287,000 | 13,924 | – | 300,924 | |
|
AM Watkins (Appointed November 2008) Independent Non-Executive Director |
2010 | 303,000 | 14,646 | – | 317,646 |
| 2009 | 231,943 | 13,477 | – | 245,420 | |
| Former Non-Executive Directors | |||||
|
CB Goode (Appointed Director July 1991; appointed Chairman August 1995; retired February 2010) Independent Non-Executive Director |
2010 | 334,483 | 7,231 | 1,398,845 | 1,740,559 |
| 2009 | 783,000 | 13,924 | – | 796,924 | |
|
JK Ellis (Appointed October 1995; retired December 2009) Independent Non-Executive Director |
2010 | 51,546 | 3,615 | 478,333 | 533,494 |
| 2009 | 253,014 | 13,924 | – | 266,938 | |
| 2010 Total of all Non-Executive Directors | 2,605,279 | 113,368 | 1,877,178 | 4,595,825 |
Remuneration Overview
The following provides a summary of the remuneration for the Chief Executive Officer and 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 designed its remuneration framework 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 and long term incentive. In the case of the Chief Executive Officer his remuneration opportunity is split evenly between the three components. In the case of Executives, a significant portion of their remuneration is ‘at risk’ but will differ from executive to executive.
Remuneration Structure – CEO
The following table, relating to the CEO, shows:
- The actual amounts or grants made in respect of the years 2008/09 and 2009/10;
- Any amounts which had to be deferred in respect of the years 2008/09 and 2009/10; and
- The actual amounts received in respect of the years 2008/09 and 2009/10.
| Directors' Remuneration 2009 and 2010 | Fixed Pay ($) | STI ($) | LTI2 ($) | Other grants/ benefits ($) | TOTAL ($) |
|---|---|---|---|---|---|
| Chief Executive Officer (M smith)1 | |||||
| 2009/10 | |||||
| Amounts paid or granted in respect of 2009/10 year | 3,000,000 | 4,750,000 | – | 5,5003 | 7,755,500 |
| less amounts which must be deferred in respect of 2009/10 year | – | 2,250,000 | – | – | 2,250,000 |
| Amounts received in respect of 2009/10 year | 3,000,000 | 2,250,000 | – | 5,5003 | 5,505,500 |
| 2008/09 | |||||
| Amounts paid or granted in respect of 2008/09 year | 3,000,000 | 4,500,000 | – | 1,594,00034 | 9,094,000 |
| less amounts which must be deferred in respect of 2008/09 year | – | 2,100,000 | – | 1,589,0004 | 3,689,000 |
| Amounts received in respect of 2008/09 year | 3,000,000 | 2,100,000 | – | 5,0003 | 5,405,000 |
1. On commencement with ANZ, M Smith was granted three tranches of equity valued at $3 million each. The first of these tranches of deferred shares became available on 2 Oct 08 – price at vesting $19.0610 (based on 1 day VWAP as at 2 Oct 08). Therefore the value of this tranche at date of vesting was $2,096,920. The second tranche became available on 2 Oct 09 – price at vesting $23.5600 (based on 1 day VWAP as at 2 Oct 09). Therefore the value of this tranche at date of vesting was $2,591,859. 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. LTI grants covering the CEO’s first three years in the role were granted on his commencement and, therefore, no further grants were made in 2009/10 or 2008/09. A LTI grant is proposed for 2010/11, subject to approval by shareholders at the 2010 AGM. No value was received from previous LTI grants in either the current or previous years.
3. Provision of Australian taxation return services by PricewaterhouseCoopers.
4. Special equity grant – Dec 08 – 700,000 options valued @ $2.27 per option.
* The term Key Management Personnel is defined under the Corporations Act.
Executives & Key Management
The following tables cover those disclosed Executives who were employed at the Executive level for 2009/10 and for comparison include tables for 2008/09 from last year’s remuneration report. The tables detail:
- The actual amounts or grants made in respect of the years 2008/09 and 2009/10;
- Any amounts which had to be deferred in respect of the years 2008/09 and 2009/10; and
- The actual amounts received in respect of the years 2008/09 and 2009/10.
| Fixed Pay ($) | STI ($) | LTI2 ($) | Other grants/ benefits ($) | TOTAL ($) | |
|---|---|---|---|---|---|
|
Chief Financial Officer (P MARRIOTT)1 |
|||||
|---|---|---|---|---|---|
| 2009/10 | |||||
| Amounts paid or granted in respect of 2009/10 year | 1,000,000 | 1,140,000 | 500,000 | 2,595 | 2,642,595 |
| less amounts which must be deferred in respect of 2009/10 year | - | 470,000 | 500,000 | - | 970,000 |
| Amounts received in respect of 2009/10 year | 1,000,000 | 670,000 | - | - | 1,672,595 |
| 2008/09 | |||||
| Amounts paid or granted in respect of 2008/09 year | 1,000,000 | 850,000 | 500,000 | - | 2,350,000 |
| less amounts which must be deferred in respect of 2008/09 year | - | 325,000 | 500,000 | - | 825,000 |
| Amounts received in respect of 2008/09 year | 1,000,000 | 525,000 | - | - | 1,525,000 |
|
Chief Risk Officer (C PAGE)2 |
|||||
|---|---|---|---|---|---|
| 2009/10 | |||||
| Amounts paid or granted in respect of 2009/10 year | 1,100,000 | 1,320,000 | 425,000 | 60,565 | 2,905,565 |
| less amounts which must be deferred in respect of 2009/10 year | - | 560,000 | 425,000 | - | 985,000 |
| Amounts received in respect of 2009/10 year | 1,100,000 | 760,000 | - | 60,565 | 1,920,565 |
| 2008/09 | |||||
| Amounts paid or granted in respect of 2008/09 year | 850,000 | 1,600,000 | 425,000 | 301,988 | 3,176,988 |
| less amounts which must be deferred in respect of 2008/09 year | - | 700,000 | 425,000 | - | 1,125,000 |
| Amounts received in respect of 2008/09 year | 850,000 | 900,000 | - | 301,988 | 2,051,988 |
|
DEPUTY Chief Executive Officer (G HODGES)3 |
|||||
|---|---|---|---|---|---|
| 2009/10 | |||||
| Amounts paid or granted in respect of 2009/10 year | 1,000,000 | 1,140,000 | 500,000 | 17,309 | 2,657,309 |
| less amounts which must be deferred in respect of 2009/10 year | - | 470,000 | 500,000 | - | 970,000 |
| Amounts received in respect of 2009/10 year | 1,000,000 | 670,000 | - | 17,309 | 1,687,309 |
| 2008/09 | |||||
| Amounts paid or granted in respect of 2008/09 year | 1,000,000 | 860,000 | 500,000 | 145,940 | 2,505,940 |
| less amounts which must be deferred in respect of 2008/09 year | - | 330,000 | 500,000 | - | 830,000 |
| Amounts received in respect of 2008/09 year | 1,000,000 | 530,000 | - | 145,940 | 1,675,940 |
|
Chief Executive Officer, Asia Pacific, Europe and America (A THURSBY)4 |
|||||
|---|---|---|---|---|---|
| 2009/10 | |||||
| Amounts paid or granted in respect of 2009/10 year | 1,000,000 | 2,500,000 | 550,000 | 23,570 | 4,073,570 |
| less amounts which must be deferred in respect of 2009/10 year | - | 1,150,000 | 550,000 | - | 1,700,000 |
| Amounts received in respect of 2009/10 year | 1,000,000 | 1,350,000 | - | 23,570 | 2,373,570 |
| 2008/09 | |||||
| Amounts paid or granted in respect of 2008/09 year | 1,000,000 | 2,600,000 | 550,000 | 88,351 | 4,238,351 |
| less amounts which must be deferred in respect of 2008/09 year | - | 1,200,000 | 550,000 | - | 1,750,000 |
| Amounts received in respect of 2008/09 year | 1,000,000 | 1,400,000 | - | 88,351 | 2,488,351 |
|
Chief Executive Officer, Australia (P CHRONICAN)5 |
|||||
|---|---|---|---|---|---|
| 2009/10 | |||||
| Amounts paid or granted in respect of 2009/10 year | 1,079,000 | 1,400,000 | 650,000 | 296,974 | 3,425,974 |
| less amounts which must be deferred in respect of 2009/10 year | - | 600,000 | 650,000 | - | 1,250,000 |
| Amounts received in respect of 2009/10 year | 1,079,000 | 800,000 | - | 296,974 | 2,175,974 |
|
Chief Executive Officer, Institutional (S ELLIOTT)6 |
|||||
|---|---|---|---|---|---|
| 2009/10 | |||||
| Amounts paid or granted in respect of 2009/10 year | 1,000,000 | 2,500,000 | 550,000 | 12,334 | 4,062,334 |
| less amounts which must be deferred in respect of 2009/10 year | - | 1,150,000 | 550,000 | - | 1,700,000 |
| Amounts received in respect of 2009/10 year | 1,000,000 | 1,350,000 | - | 12,334 | 2,362,334 |
| FORMER EXECUTIVES | |||||
|---|---|---|---|---|---|
|
Former chief executive officer, NEW ZEALAND (J FAGG)7 |
|||||
| 2009/10 | |||||
| Amounts paid or granted in respect of 2009/10 year | 782,000 | 892,400 | 391,000 | 105,359 | 2,170,759 |
| less amounts which must be deferred in respect of 2009/10 year | - | 354,200 | 391,000 | - | 745,200 |
| Amounts received in respect of 2009/10 year | 782,000 | 538,200 | - | 105,359 | 1,425,559 |