Icon Energy Limited Annual Report 2017
3. METHODOLOGY USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION Non-Executive Directors Fees paid to Non-Executive Directors reflect the demands made on, and responsibilities of, such directors. Non-Executive Directors' fees are reviewed by the Board on an annual basis. Since 2014, the Board has determined that Non-Executive Directors are paid a base fee of $70,000 per annum together with the payment of additional fees to Directors serving on Board Committees to recognise their contribution to the Company together with superannuation. An additional $7,500 per annum per Committee is paid to Committee members and $8,500 per annum per Committee for the Chairmen of the Committees. The maximum total amount available for payment of all Non-Executive Director fees is $500,000 per annum which was approved by shareholders at the 2010 Annual General Meeting. The total amount of fees actually paid to Non-Executive Directors during the financial year was $371,752. Non-Executive Directors do not receive performance based remuneration. The Board has determined not to increase these fees in the current financial year. Executive Managers and Senior Management Executive and Senior Managers are remunerated through a combination of: − Fixed Remuneration (FR) ; − Short-term Incentive (STI) – an annual cash and/or equity based incentive awarded at the discretion of the Board on achievement of specified company and individual performance goals; − Long-term Incentive (LTI) – equity grants which may be granted on an annual basis, at the discretion of the Board, and have the potential to vest following achievement of specified company objectives measured over a 3 year period STI and LTI represent the ‘at-risk’ portions of remuneration. Consistent with market practice, the proportion of remuneration attributable to each component of the Icon Energy Remuneration Policy is dependent on the level of seniority of the employee. The Managing Director has the highest level of ‘at-risk’ remuneration reflecting the greater level of responsibility of this role. Table 2 sets out the relative proportion of at-risk remuneration for senior executives and managers. Generally, the LTI will only be available to the executive directors and senior executives; whereas STI may be made available to employees throughout the Company. Table 2: Relative Proportions of Remuneration Packages Position Fixed At Risk FR% STI% LTI% Managing Director 50 25 25 Executive Managers 56 22 22 Senior Managers 67 20 13 Other Employees 91 9 – The Icon Energy Limited Performance Rights Plan ("Plan") was presented and approved by shareholders at the Annual General Meeting held on 22 April 2010, under which the Company is able to grant appropriately structured short and long-term incentives to employees (including Executive Directors) in addition to their fixed remuneration. The structure of the STI and LTI plans and achievement of predefined STI and LTI targets is reviewed by the Board, and modified where appropriate, on an annual basis. In accordance with ASX listing rule 7.2 Exception 9 the Plan was resubmitted to shareholders for approval and was approved at the 2014 AGM. 4. FIXED REMUNERATION Fixed remuneration consists of the base remuneration calculated on a total cost basis and including FBT charges on employee benefits, as well as contributions to superannuation funds. Remuneration levels are reviewed annually. Senior executives were restricted to CPI increases over the financial year. 5. SHORT-TERM INCENTIVES The Company did not issue Short-term Incentives (STI) for the 2016-17. FINANCIAL REPORT 29 ICON ENERGY ANNUAL REPORT 2017
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