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Concise Annual Report : Concise Annual Report 2012
CONCISE ANNUAL REPORT 2012 37 5. Non Executive Director remuneration 5.1 Remuneration framework The Board Remuneration Committee has responsibility for reviewing and recommending to the Board appropriate remuneration arrangements for Non Executive Directors, taking into consideration factors including: ■ The Group's remuneration philosophy; ■ The level of fees paid to Board members of other publicly listed Australian companies; ■ Operational and regulatory complexity; ■ The responsibilities and workload requirements of each Board member; and ■ Advice from independent remuneration consultants. Non Executive Directors' fees are reviewed yearly and the current aggregate annual limit (including superannuation contributions) is set at $2 million, as approved by shareholders at the Annual General Meeting on 28 November 2005. Non Executive Directors do not receive any performance or incentive payments and are not eligible to participate in any of Tabcorp's incentive plans. This policy aligns with the principle that Non Executive Directors act independently and impartially. Elmer Funke Kupper has retained some Performance Rights in relation to his former position of Managing Director and Chief Executive Officer, as outlined in section 188.8.131.52. These Performance Rights are not expected to deliver any value to Mr Funke Kupper, and the fair value was fully expensed on cessation of employment in the prior year. 5.2 Structure Non Executive Directors' remuneration comprises the following components: ■ Board fee; ■ Board Committee fees; and ■ Superannuation (currently 9% of total fees, uncapped). Some Directors may receive additional remuneration and associated superannuation (where applicable) for: ■ Chairmanship of the Victorian Joint Venture Management Committee, receiving a fee equivalent to Chairman of the Remuneration Committee; ■ Observer fees, equivalent to the applicable Board and Committee fees (for attending Board and Committee meetings and induction whilst awaiting regulatory approval); or ■ Membership of other Committees, such as the previous year's Demerger Due Diligence Committee. Board fees are structured by having regard to the responsibilities of each position within the Board. Board Committee fees are structured to recognise the differing responsibilities and workload associated with each Committee, and the additional responsibilities of each Committee Chairman. Board fees are not paid to the Managing Director and Chief Executive Officer, or to executives for directorships of any subsidiaries. 5.3 Current annual fees The annual fees are detailed in Figure 1 for Non Executive Directors and Board Committee memberships. The fees for the 2012 financial year are lower than the fees for the 2011 financial year, because the fees were adjusted to reflect the changes in Tabcorp following the Demerger. Figure 1: Non Executive Director and Board Committee fixed annual fees Chairman 350,000 Non Executive Director 120,000 Committee Chairman 40,000 25,000 7,500 Committee Member 20,000 10,000 7,500 (i) Fees exclude superannuation contributions.
Concise Annual Report 2013