A. Human Resources (HR) Committee
The Board’s key responsibilities can be summarised around overseeing financial integrity, business strategy, the management of business risks, legal
compliance and governance and human resources and remuneration strategy. The purpose of the Board’s HR Committee is to:
• assist the Board to consider remuneration issues more efficiently and fully and to provide recommendations on remuneration policies, practices and
decisions to the Board for approval
• assist the Board to ensure key talent and critical workforces are managed to support and further corporate objectives and to provide recommendations
to the Board for approval
• provide advice and support to the Board in fulfilling its responsibilities to shareholders by ensuring the Board has the necessary range of skills,
expertise and experience and
• ensure that Transfield Services’ HR policies comply with laws, reflect current governance and mitigate against operational, financial and reputation risk.
The Board has authorised the HR Committee to perform activities within the scope of its responsibilities including engaging independent advisors as it
deems necessary, requiring the attendance of company officers at meetings and having unrestricted access to management, employees and information it
considers relevant. The HR Committee does not have delegated power to make binding decisions on behalf of the Board.
The composition of this Committee is as follows:
• Mel Ward AO (Independent Chairman)
• Guido Belgiorno-Nettis AM (Non-Executive Director)
• Steven Crane (Independent Non-Executive Director)
• Douglas Snedden (Independent Non-Executive Director since 22 December 2009)
The HR Committee met seven times during the financial year. Further details regarding attendances are set out on page 47.
B. Non-Executive Directors’ remuneration
Table 2 – Key principles underpinning the remuneration policy for Non-Executive Directors
Principle Outcomes
Aggregate
Board and
Committee fees
are approved
by shareholders
The current aggregate fee pool for Non-Executive Directors of $1,700,000 was approved by shareholders at the Annual General
Meeting held on 30 October 2006.
At the next annual general meeting scheduled for 21 October 2010, the Board will seek approval to increase the aggregate fee pool
to $2,000,000 to have greater flexibility and capacity to increase the size of the Board and attract and retain high-calibre directors.
Remuneration is
structured to
preserve
independence
whilst creating
alignment
To preserve independence and impartiality, no element of Non-Executive Director remuneration is “at risk”. Non-Executive
Directors are remunerated by way of fixed fees in the form of cash, superannuation and equity in accordance with
Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations.
Please refer to Table 3 on the next page for the remuneration components for Non-Executive Directors.
Fees are set by
reference to
key
considerations
Board and Committee fees are set by reference to a number of relevant considerations including:
• the responsibilities and risks attached to the role of Non-Executive Director
• the time commitment expected of Non-Executive Directors
• the fees paid by peer companies to Non-Executive Directors, and
• independent advice received from external advisers.
The Chairman’s fees are determined independently of other Non-Executive Directors based on comparative roles in the external
market. The Chairman is not present at any discussions relating to determination of his own remuneration.
No retirement
benefits
No additional benefits are paid to Non-Executive Directors upon their retirement from office (ie in addition to their existing
superannuation entitlements).1
Reviews of
remuneration
The Board periodically reviews its approach to Non-Executive Director remuneration to ensure it remains in line with general
industry practice and best practice principles of corporate governance and relies on independent expert advice.
Board and Committee fees were reviewed during the year and an increase of 4 per cent applied from 1 January 2010. Prior to that,
fees were last increased in January 2008. Please refer to Table 3 on the next page for current levels of Board and Committee fees.
1. Non-Executive Directors appointed prior to 30 June 2004 have accrued retirement benefits which were frozen as at this date, but are indexed against CPI until being paid out
upon their retirement.