Zurich Australian Superannuation Pty Limited

Transcription

1 Zurich Australian Superannuation Pty Limited Executive Remuneration Disclosure 1 April 2018 Who are our Directors? Name Date Appointed Experience Winsome Hall Independent Non- Executive Director, Chairman 4 December 2007 Winsome is a non-executive director with more than 18 years experience in a variety of private and public listed companies in the financial sector; significant experience in audit roles and governance, including investment governance and funding Australian research and innovation investment. She is Trustee Director for Commonwealth Superannuation Corporation, and a director with Medical Research Commercialisation Fund Pty Ltd, the National Breast Cancer Foundation, and chairman of ARIA Co Pty Ltd Susan Roberts Independent Non- Executive Director Brett Bennett Non-Executive Director Raelene Seales Non-Executive Director 1 December - 31 March May - Susan brings 25+ years funds management, financial services and superannuation experience to the Board. Most recently she was Executive Director and CEO of Lazard Asset Management Pacific, where she held senior executive positions for more than 10 years. Susan is a Fellow of the Actuaries Institute of Australia, and Chairs the Investor Working Group of the 30% Club of Australia. Brett is Chief Technology Officer for the Asia Pacific region of Zurich. Prior to this he was Chief Technology Officer for Zurich Australia. Brett is responsible for managing Technology Infrastructure and Operations across Asia Pacific. Prior to joining Zurich, Brett spent 15 years with GIO in various roles, the last 10 of these in Senior & Executive Management positions. Raelene was appointed Operations Business Stream Leader Life & Investments in 2018, involved in the OnePath acquisition operating model design. Raelene was previously the Chief Operations Officer, General Insurance with Zurich. She was appointed in August 2015, bringing to the company more than 25 years experience in banking and finance. Raelene has held various senior management roles including operational leadership, product, marketing and distribution roles across Wealth, Retail and Private Banking businesses in both Australia and Asia. She holds a Bachelor of Business majoring in Business Management and Human Resource Management. PDR:HDOS

2 Who are our Executive Officers? Name Date Appointed Experience Cathy Manolios General Counsel Head of Corporate Governance April 2002 Cathy leads the Legal, Compliance, Risk Management, Regulatory Affairs and Company Secretarial functions, as well as acting as company secretary to several internal boards. As a BA, LLB, LLM, FAICD as well as the former co-author of a text on Life Insurance in Australia, Cathy has more than 20 years experience in the Financial Services sector and has been with Zurich since In 2008 she won the Institute of Company Secretaries Governance Professional of the Year Award and her expertise is widely recognised within her profession. Jane McGovern Chief Risk Officer 27 November Jane is experienced in the management of risk from multiple perspectives within financial services organisations. Jane commenced with Zurich in 2009 as Senior Legal Counsel after progressing her legal career in top tier law firms, where she advised extensively in insurance, superannuation and financial services. She was appointed to the position of Chief Risk Officer for Zurich Financial Services Australia in November Jane holds an LLB (Hons), Bachelor of Business (Hons) and Grad Dip Applied Finance. Helen Douglas Senior Trustee Services Manager 20 May 2015 Helen re-commenced with Zurich as Senior Trustee Services Manager in 2015, following two years in other senior industry roles. As a BA, LLB, FASFA as well as the former editor of professional superannuation publications, Helen has more than 20 years experience in superannuation and financial services, with a particular focus on governance areas. She was previously with Zurich as Trustee Services Manager from Director / Executive officers who have retired since 1 Jan Name Position held Date retired as ZAS Executive Officer / Director Elizabeth Gallagher Non-Executive Director 16 May Catherine Osborne Independent Non-Executive Director 1 December PDR:HDOS

3 Remuneration structure for executive officers Zurich Australian Superannuation Pty Limited is part of the Zurich group of companies ( Zurich Group ). The primary objectives of Zurich Group s remuneration structure and practices are to: attract, retain and motivate talented staff; promote a high performance culture where remuneration is based on the relative performance of the business unit and the individual; have regard for effective risk management so as to support the long-term financial soundness and Zurich s risk management framework; have regard to protecting the interests and meeting the reasonable expectations of customers; link variable remuneration components to relevant performance factors which can include the performance of the Zurich Group, its business areas and individual achievements; tailor remuneration to reflect market best practice; clearly define the expected performance through a structured system of performance management and use this as the basis for remuneration; be transparent in communicating how the reward structure is defined and the process used for decision making. Short-term and long-term incentives for executive officers Variable pay is decided based on the achievement of preset objectives and business performance. Short-term incentives Short-term incentives are granted 1 April each year in respect of performance in the preceding year and paid as cash. Performance Criteria used to determine amount of incentive Individual objectives Objectives aligned to local business outcomes Behaviours aligned to Zurich Basics Profitability measures Business Operating Profit The percentage of the incentive for the financial year that was paid to the person and the percentage that was forfeited are shown in the Short-term incentives table. Long-term incentives Long-term incentives are granted each year as shares which vest after three years. The amount that will vest each year is based on the person s role and salary when the benefit was granted, as well as Zurich Group s performance over 1-3 years prior to vesting. A portion of vested shares are subject to a sale restriction. Estimates of the grant, for relevant executives (which may vest in future years) are set out in the Long-term incentives table. Performance Criteria used to determine amount of incentive Performance conditions Zurich Group s: 1. Total shareholder return compared with an international peer group of insurance companies derived from the Dow Jones Titan Insurance Index ( Relative TSR ) 2. Net income attributable to shareholders return on common shareholders equity ( NIAS ROE ) 3. Cash remittance

4 Director and executive remuneration for the years ended 31 December and Cash salary & short-term compensated absences Short-term Short-term cash and Nonmonetary other bonuses Other short-term employee Post employment Pension & Superannuation Other postemployment Long-term (share payments attributable to long term incentive plan) Termination payments Total Directors Winsome Hall Catherine Osborne* Susan Roberts* Brett Bennett Elizabeth Gallagher* Raelene Seales i * $73, $73, $61, $68, $4, , $27, $8, $38, $25, , $3, $ $12, $6, $6, $5, $6, $1, $2, $2, $ $1, $1, $ $1, $80, $80, $67, $75, $16, $40, $34, $9, $54, $26, Executive officers Cathy Manolios Helen Douglas Jane McGovern $49, $50, $90, $80, $13, $12, $37, $8, $ $2, $4, $2, $ $ $25.00 $25.00 $1, $1, $9, $7, $ $ $1, $ $89, $60, $110, $90, $19, $16, Notes: Amounts disclosed in the table above represent the extent to which payments, or compensation, paid by a related entity, relate to work performed for Zurich Australian Superannuation Pty Limited. Longterm reflect share amounts vesting in April & from shares granted in (no options or rights). Short-term reflect amounts awarded for 2015 & performance. 1. Catherine Osborne ceased as a Director 01/12/ 2. Susan Roberts commenced as a Director 01/12/ 3. Elizabeth Gallagher ceased as a Director on 16/05/ 4. Raelene Seales commenced as a Director 15/05/ i

5 Long-term incentive plan (LTIP): Total Granted Value of % forfeited LTIP () in () Maximum Minimum Brett Bennett $7,826 17% $3,914 $4,383 $7, % 0% Cathy Manolios $12,750 17% $11,287 $12,500 $12, % 0% Jane McGovern $4,000 17% $0 $3,375 $4, % 0% Raelene Seales $12,240 17% $8,733 $12,240 $12, % 0% Total Granted () % forfeited () Maximum Minimum Brett Bennett $7, % $6,589 $4,383 $7, % 0% Cathy Manolios $12, % $19,395 $12,500 $12, % 0% Jane McGovern $3, % 0% 0% $3, % 0% Raelene Seales $12, % 0% 0% $12, % 0% Notes: Amounts disclosed in the table above represent the extent to which the LTIP, paid by a related entity, relate to work performed for Zurich Australian Superannuation Pty Limited. The estimated value of LTIP vesting in future years are based on an assumption that the set targets will be met (i.e. 100% vesting) and based on assumptions in share prices. A maximum of 200% and a minimum of 0% of the amount of shares granted in 2015 (i.e the amounts shown above) will vest in % is forfeited due to individual performance. From 2015 onwards, the LTIP awarded in those years will no longer vest over three years but will instead vest on the third year after they are granted (subject to Zurich Group s performance). PDR: HD0S