Disclosure of remuneration as required by section 29QB of the superannuation industry (supervision) act MAP Superannuation Plan (DIVII), ABN 71603157863 MAP Pooled Super Trust (DIV IV), ABN 92 209 339 241 On 24 February 2014, the shares of MAP Funds Management (MAP FM) were acquired by OneVue Holdings Limited (OneVue). MAP FM owns 100% of the shares in MAP Financial Planning (MAP FP). Directors and Executive Offers (“Relevant Executive Officers”) The following is a list of Directors and Executive Officers and Remuneration disclosure at any time during the financial year ended 30 June 2015 and the current financial year ending 30 June 2016. Name Position Date began Date ceased holding position holding position Vin Plant Chair 30/11/15 Robert J Brown Director 22/03/16 Karen Gibson Director 12/02/13 Karen Gibson Garry Wayling Director 8/05/14 Garry Wayling Adriaan Ryder Director 2/07/09 5/02/16 Gail Pemberton Director 12/02/15 30/11/15 Greta Thomas Director 12/02/15 2/10/15 Connie Mckeage Chief Executive Officer 1/07/14 Wendy Tancred Director 1/06/05 13/12/13 Dr Bill Glasson Director 28/08/95 19/12/13 Jenny Robertson Director 9/09/09 7/02/14 Dr Peter Boys Director 18/12/95 24/02/14 Dr Rick Olive Director 28/08/95 24/02/14 Jenni Erbel Chief Executive Officer 27/06/11 30/06/14 Greg Hoyes Chief Financial Officer 2/08/91 30/04/14 Ross Endres Chief Investment Officer 15/01/08 1/12/14 Francis Cox Director 24/2/14 12/02/15 Peter Heffernan Director 22/4/04 12/02/15 Dr Peter Kent Director 22/04/06 12/02/15 Remuneration of Directors and Executive Officers The Board has implemented a process for the periodic review and evaluation of its performance, individual Directors and Executive Officers. Director remuneration consists of Board fees, superannuation guarantee contributions and salary sacrifice into superannuation. In addition, Directors receive reimbursement of reasonable expenses. There are no bonuses paid to Directors of MAP FM. The fees reflect the demands on, and responsibilities of, those Directors. Fees are higher for the Chair. There are no retiring allowances paid to Directors. Directors’ fees for MAP FM also covered the Directors fees for MAP FP up to 24 February 2014. Fees paid to Directors as directors of OneVue Holdings Limited (OVH) including for group committees are disclosed in the Annual Report of OVH. Executive Officers’ remuneration consists of salaries, superannuation guarantee contributions, short-term and long-term discretionary bonuses and retention arrangements. In addition, Executive Officers receive reimbursement of reasonable expenses. Salary sacrificing is allowed for superannuation and FBT car parking. Executive Officers’ remuneration is determined by and paid by MAPFM’s parent OneVue Holdings Limited or its related companies. Director and Executive Officer remuneration is reviewed at least annually. Remuneration levels are benchmarked against independent external sources. The Directors and Executive Officers are paid in accordance with the Remuneration Policy. Short-term incentive bonuses The remuneration of Executive Officers includes short-term and long-term incentive bonuses. The objectives of the short term incentive bonus are to: ■ Focus Executive Officers on the achievement of results and the performance of MAP against agreed targets; ■ Demonstrate a clear relationship between performance and remuneration; ■ Be fair and consistent in rewarding performance among Executive Officers and employees; ■ Reinforce a performance culture in MAP; ■ Protect the interests, and meet reasonable expectations, of beneficiaries; ■ Support the long term financial soundness of MAP; and ■ Support the risk management framework of the Trustee. The following describes the bonus plan that applied to 30 June 2014 disclosures. The short-term incentive bonuses plan (Incentive Scheme) rewards individual Executive Officers for achievement of KPIs. KPIs are measured over the course of each financial year (July to June). KPI results are assessed through the Performance Development and Review process that occurs at least annually. The Incentive Scheme for the Chief Executive Officer is a 25% bonus that is payable at the discretion of the Board on the achievement of a number of KPIs. 2 The Incentive Scheme for the Chief Investment Officer is a 100% bonus based upon a combination of KPIs, including the KPIs on outperforming the median performance on each pool of the products. The discretionary bonus payments are spread over 3 years. The funding for the Chief Investment Officer’s bonus is from the Investment Manager’s Reserve. The Board approved all bonus payments made to Executive Officers. Bonus metrics are generally set in June of the prior year, however with the sale of MAP to OneVue in February 2014 the setting of KPIs and bonuses will fall into line with OneVue’s remuneration process going forward. The maximum possible total value of bonuses payable to Executives, other than the Chief Investment Officer, for financial years 2014 was 25% of the Executive’s annual salary, including superannuation contributions. In the case of the Chief Investment Officer, the maximum possible total value was 100% of annual salary, including superannuation contributions. The following describes the incentive scheme for the period ended 2015. Executive Officers will participate in the OneVue incentive scheme for the 2014/15 year. The bonus pool will apply for FY 2015. The dollar value of the bonus pool is set at 45% of any excess of the OneVue FY 2015 EBITDA over the OneVue Prospectus forecast EBITDA of $450,000. The bonus pool will be capped at $697,500 being the value of the bonus pool if EBITDA reaches $2 million. Twenty five percent of the bonus pool is allocated for the Chief Executive Officer – the OneVue Board has taken account of the managing director’s base salary of $160,000 in making this allocation. Executive Officers will receive entitlements from the bonus pool in two forms: • 60% as a cash payment. The manager must remain employed by OneVue at 30 September 2015 to be eligible for this component; and • 40% as a share entitlement based on Share value at 30 September 2015. The entitlement will vest on 30 September 2016 and will be subject to forfeiture if the employee leaves employment before the vesting date. Remuneration arrangements Terms of employment and remuneration are reflected in individual contracts with each Executive Officer. 3 The following table sets out the detailed remuneration provided to each Director and Executive Officer for the financial years ended 30 June 2014 and 2015: Short Term Benefits Director Fees and Salary, Long Term Benefits Incentive Bonus ($) Superannuation Year ended 30 June 2015 Karen Gibson 35,376 3,361 Adriaan Ryder 38,620 3,669 Garry Wayling 30,809 2,927 Gail Pemberton 12,450 0 Greta Thomas 12,450 0 Connie Mckeage 146,119 13,881 Peter Heffernan 25,668 0 Francis Cox 42,523 4,040 Dr Peter Kent 23,473 2,230 Ross Endres 161,010 20,855 9,392 Year ended 30 June 2014 Dr Peter Boys 22,390 16,319 Dr Rick Olive 19,837 1,835 Jenny Robertson 22,947 2,123 Dr Bill Glasson 0 0 Karen Gibson* 30,389 2,811 Peter Heffernan 41,400 0 Adriaan Ryder 37,895 3,503 Francis Cox 6,674 19,367 Dr Peter Kent 16,400 25,000 0 4,969 Garry Wayling* Jenni Erbel 239,738 45,767 Connie Mckeage 109,840 10,160 Greg Hoyes 251,278 30,233 Ross Endres 217,736 19,596 28,165 22,118 4 * As Directors of OneVue, Karen Gibson, and Gary Wayling, received 125,000 options in OneVue Holdings Ltd. The options were issued as part of OneVue’s listing in June 2014 at an exercise price of $0.35. The following termination benefits were paid in the 2015 financial year: ■ Ross Endres received gross termination benefits totalling $91,392. This amount included a redundancy payment of $46,365 plus notice of $18,860 plus $19,367 unused annual. The following termination benefits were paid in the 2014 financial year: ■ Greg Hoyes received gross termination benefits totalling $174,092.09. This amount included a redundancy payment of $42,878 plus notice of $3,573 plus $64,865 unused annual leave and $62,774 unused long service leave. The following table sets out information about the short-term incentive bonuses which were paid or payable to each Executive Officer in the years ended 30 June 2013 and 30 June 2014. Name Financial Year Financial Year the Incentive Bonus % of Incentive % of Incentive the Bonus was Inclusive of Bonus that Bonus that was Performance Paid/will be Superannuation was Paid/will Forfeited (%) Relates to Payable Payment ($) be Payable (%) Jenni Erbel 2012 2013 50,000 80 20 Ross Endres 2012 50% paid in 2013, 22,200 17.69 82.30 30% paid in 2014, 20% paid in 2014, 24 March 2016 5
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