Corporate governance Remuneration and Nomination Committee
Corporate
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(a) |
identify and recommend individuals to the Board for nomination as members of the Board and its Committees; |
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(b) |
ensure performance of members of the Board is reviewed; |
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(c) |
develop and recommend to the Board relevant corporate governance principles; |
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(d) |
ensure an appropriate Board and Committee structure is in place so that the Board can perform a proper review function; |
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(e) |
review and make recommendations to the Board in respect of the administration of Goodman’s remuneration programmes; |
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(f) |
review and make recommendations to the Board in respect of the approval and remuneration of senior executives and Non-Executive Directors; |
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(g) |
prepare for approval by the Board any report on executive remuneration that may be required by any ASX Listing Rule, legislation, regulatory body or other regulatory requirements or proposed for inclusion in any annual report; and |
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(h) |
report regularly to the Board on each of the above matters. |
The Remuneration and Nomination Committee operates under a formal charter, a copy of which is published on Goodman’s website.
The Committee was chaired by Mr David Clarke until 28 November 2008, when Ian Ferrier was appointed Acting Chairman (now Chairman). The Committee is now comprised of Independent Directors. Formerly, while not an Independent Director, David brought significant expertise and understanding of the market to the deliberations of the Committee, and Goodman believes that his contribution was invaluable. Further information regarding the attendance of Committee members can be found on page 31 in the Directors’ report.
Remuneration
Goodman follows the principles of remuneration that are set out in the ASX Corporate Governance Council’s Recommendations. These include a policy of rewarding employees with a mixture of fixed, performance-linked and equity based remuneration. Further information in relation to the remuneration policies is set out in the remuneration report on pages 37 to 48 in the Directors’ report.
The salary and/or fees of each Director, key management personnel and five highest paid company and Group executives are disclosed on pages 42 and 43 in the Directors’ report.
Performance review
The Board reviews its performance and that of its Committees approximately every two years. The Board considers this is an appropriate timeframe having regard to the time taken in the review process, the frequency of Board meetings and the level of change in the Board over time. An assessment of the performance of the Board and individual Directors was conducted during the course of the financial year. The process for conducting this review consists of each Director completing a self-assessment questionnaire, which also elicits comments and key issues a Director wishes to raise at that time. Following the collation of the questionnaire results, the Chairman meets with each Director individually to discuss their Board participation. In relation to the 2009 performance review, the questionnaires completed by the Directors covered the following matters:
(a) Board contribution to developing strategy and policy;
(b) interaction between the Board and management;
(c) Board processes to monitor business performance and compliance, control risk and evaluate management;
(d) Board composition and structure; and
(e) operation of the Board including the conduct of Board and Committee meetings.
The Board also undertakes ongoing assessment of Goodman’s various Committees. This process is conducted along with the assessment of the Board and individual Directors through the questionnaire process.
The performance of senior executives is reviewed annually through a structured process of self‑assessment and review against previously established goals and objectives by the Group Chief Executive Officer. The formal review process is co-ordinated by Goodman’s Human Resources department and applied globally throughout the Group. In relation to the 2009 reporting period, performance reviews are currently being completed in accordance with these procedures.