Sirtex Medical Limited Senior Executive Short Term Incentive Policy and Procedure

Transcription

1 Sirtex Medical Limited Senir Executive Shrt Term Incentive Plicy and Prcedure

2 1 Sirtex Medical Limited Shrt Term Incentive 1 Plicy 1.1 Purpse The primary purpse f the shrt term incentive (STI) is t acknwledge the cntributin executives have made t Sirtex Medical Limited s (the Cmpany s) perfrmance. It prvides a variable, at risk element f executive remuneratin that fcuses n perfrmance ver the past year. Executives receive Base Packages in the expectatin that they will carry ut their rles prfessinally and effectively. The additinal at-risk rewards are aimed at sharing the financial utcmes f successful Cmpany perfrmance with executives in a way that recgnises their specific effrts. As such, it aims t: fcus effrts n areas critical t Cmpany perfrmance in the current circumstances, align the interests f executives with thse f sharehlders, encurage teamwrk and c-peratin amng executive team members, and maintain a stable executive team by helping retain key talent. Perfrmance and effrts will relate t: that f the cmpany as a whle, in rder t encurage a ne-cmpany view; business levers (KPIs) ver which the executive has cntrl and that are expected t impact the perfrmance f the Cmpany in the shrt term; and persnal effectiveness t take int accunt business circumstances and general leadership qualities. The appraches utlines in this plicy are intended t be applied by the current and future Bards n a cnsistent basis as they reflect enduring values. 1.2 STI Vehicle The STI is effected thrugh the Cmpany s Shrt Term Incentive Plan (STIP). It will perate n the basis f a series f Measurement Perids which will be aligned with the Cmpany s financial year, i.e. frm 1 July t the fllwing 30 June.

3 2 1.3 Eligibility t Participate Participants in the STIP will be senir executives and ther emplyees, selected t be ffered participatin. Participants wh are eligible fr STI awards are thse wh: a) have been emplyed by the cmpany cntinuusly fr at least 6 mnths, b) remain emplyees f the cmpany up t the end f the measurement perid, r c) ceased t be an emplyee during the measurement perid and did nt frfeit all f their award pprtunity under the terms f the STIP Rules. Nn-executive directrs will nt be eligible t participate in the STIP. 1.4 Invitatin t Participate Executives will nt be invited separately t participate in the STI Plan as the rle f STIs will be made clear in remuneratin package discussins and dcuments, and KPIs will be reviewed and discussed as part f annual perfrmance discussins. Mrever, the business levers cnsidered critical t effective perfrmance will be made clear during strategy frmulatin and budget develpment. The intent is t reinfrce a sense f prfessinalism where ding ne s best is an expectatin and additinal payments are seen as appreciatin fr that cmmitment. 1.5 STIP Award Opprtunities Senir Executive STIP award pprtunities (pssible payments) will be expressed as percentages f Base Package (as defined under the Senir Executive Remuneratin Plicy). Targets fr KPI and persnal effectiveness perfrmance will be challenging but achievable and will be related t budget frecasts and strategic and cultural alignment. 1.6 Assessment Parameters The STIP aims t reward executives fr bth: a) achieving utcmes that are expected t be strngly linked t increases in sharehlder value thrugh increasing the current r future value f the cmpany; and b) their persnal effectiveness in addressing business challenges. Each assessment cmpnent will be allcated a weighting fr each Measurement Perid. The ttal f the weightings must add t 100% and the weightings will reflect the relative imprtance f each parameter fr the Measurement Perid. The weightings may be changed frm Measurement Perid t Measurement Perid.

4 A range f KPIs and persnal effectiveness attributes may be used, with emphases n business levers and encuraging a ne-cmpany culture. Assessment parameters and attributes will be restricted s as t create fcus but culd include: 3 Cmpany EBITDA; Dses Sld; Reginal Cntributin; DIFOT (supply f dses as rdered); Achievement f prject milestnes; and Team Leadership. Persnal effectiveness will be determined relative t critical leadership attributes regarded as necessary t achieve the business gals. The assessment f these factrs is intended t give rise t an infrmed assessment f persnal effectiveness. 1.7 Award Calculatin Sn after the end f the measurement perid when the Cmpany s accunts have been audited, STI awards will be determined by the Remuneratin Cmmittee, having regard t perfrmance relative t the standards set and expected, and submitted t the Bard fr apprval r therwise. A range f utcmes may be recgnised via the use f threshld, target and stretch perfrmance utcmes. Threshld represents a near miss f a target, budget level f perfrmance that warrants a small STI award but belw which n STI award will be payable. Target represents the budgeted r expected level f perfrmance, while stretch represents an utstanding level f perfrmance, which will be aligned with a maximum award pprtunity fr the perfrmance parameter. Pr-rata awards will apply fr perfrmance that falls between threshld and target and between target and stretch. Cnsideratin f persnal effectiveness factrs will be discretinary and influenced by input frm the CEO and behaviur evident t the Cmmittee during the measurement year. The Bard recgnises that at times, and under the business envirnment that existed, the level f award calculated in relatin t perfrmance metrics may nt meet the purpse f the STIP. It therefre reserves the right t adjust the level f awards after the end f the Measurement Perid if deemed apprpriate. In exercising this discretin, the Bard will have regard t the experience f sharehlders relative t their expectatin at the beginning f the Measurement Perid. 1.8 Administratin and Bard Discretin The respnsibility fr the nging administratin f the STIP rests with the Bard. It is authrised t amend the Rules and establish and amend guidelines fr the administratin f the Plan, as

5 deemed apprpriate, and t make determinatins under the Plan as may be deemed necessary r advisable. Fr each Measurement Perid the Bard will have the discretin t: abandn the STIP fr that Measurement Perid; r adjust Award payuts, 4 if the Cmpany s verall perfrmance during the Measurement Perid was substantially lwer than expectatins and/r resulted in significant lss f value fr sharehlders. Thus irrespective f the persnal effectiveness perfrmance f an executive, his/her STIP award may be reduced r remved. The Bard in its abslute discretin may delegate its authrity under these Rules t an apprpriate cmmittee f the Bard. 1.9 Deferral While initially Sirtex des nt intend t apply deferral t any cmpnent f the STIP awards, the Bard has discretin t determine, fr any single year, that upn calculatin f the awards sme prtin f the achieved STI is t be deferred int a bnus bank r int securities f the Cmpany. Shuld this ccur, the terms f the securities will be advised t participants at the time the deferral is put int effect Clawback The Cmpany s clawback plicy may be applied t all entitlements under the STIP Terminatin f Emplyment In the event f terminatin f emplyment during a Measurement Perid, the fllwing shall apply. Nature f Terminatin f Emplyment Dismissal fr cause Resignatin Cnsequence Frfeit all entitlements in relatin t the Measurement Perid Frfeit all entitlements in relatin t the Measurement Perid unless therwise determined by the Bard.

6 5 Other Terminatins including: Dismissal withut cause, Death, Ttal & Permanent Disablement, Retrenchment, Redundancy and Retirement With the Cnsent f the Bard Terminatin des nt affect a Participant s entitlement in respect f the Measurement Perid ther than that the Award pprtunity will be reduced prprtinately t reflect the prtin f the Measurement Perid wrked up t the date f terminatin Changing Circumstances Fr each Measurement Perid the Bard will have the discretin t: Take int accunt rle changes during the Measurement Perid. In such a case, a pr-rata Award will be payable after the end f the Measurement Perid based n perfrmance fr each rle, pr-rated fr the perid in the relevant rle. Pay pr-rata STIP awards in the event f Change f Cntrl, based n perfrmance up t the date f the change f cntrl. In such circumstances the STIP fr the Measurement Perid will be cncluded and n further STIP awards will be payable, unless therwise determined by the Bard Review The STI Plicy and STI Plan Rules will frm time t time be reviewed by the Remuneratin Cmmittee and Bard fr apprpriateness t the then circumstances f the Cmpany, relative t cmparable market practices and best practice appraches as they evlve. As a guide, such a review wuld be expected every three years.

7 6 2 Prcedure 2.1 STI Award Opprtunities As part f the annual remuneratin review prcess the Bard will cnfirm r change the amunts available (percentage f base package) fr STI awards fr senir executives. 2.2 Determinatin f Perfrmance Metrics, Weightings and Standards At the beginning f each financial perid the Bard will cnsider advice prvided by the Remuneratin Cmmittee and determine the measurement parameters, weighting and standards f perfrmance t apply t the CEO and advise him/her f thse principles. At the same time, and with input frm the CEO and advice frm the Remuneratin Cmmittee, the Bard will apprve the metrics and standards f perfrmance t apply t Senir Executives. The CEO has discretin as t hw these principles are prmulgated but it is an expectatin that measurement parameters (business levers) and behaviural expectatins wuld be regular tpics during prgress meetings and persnal effectiveness feedback sessins. 2.3 Determinatin and Payment f STIP Awards Fllwing audit sign-ff f the Cmpany s accunts and cnsultatin with thse parties that prvide additinal insight int Cmpany and individual perfrmance, the Bard will cnsider recmmendatins supplied by the Remuneratin Cmmittee and determine the awards t be paid fr each participating executive. Payment will be via payrll and will have PAYG tax deducted. 2.4 Dcument Change Histry Effective date 25 th July, 2017.