Directors’ report (continued)
Environmental policy and performance
The aims of the policy are to:
1.
Promote and maintain environmentally responsible practices, for the benefit
of consumers, community and our employees;
2.
Develop specific programmes to ensure that such practices are carried out;
and
3.
Ensure that such programmes consist of environmental assessment, development
and execution of action plans to address issues
identified in the assessment and review programmes regularly to maintain effectiveness.
All operating sites within the consolidated entity are subject to environmental
regulations. These regulations include controls over discharge
to air and water, the removal of solid wastes to licensed disposal facilities,
the storage of dangerous goods and requirements for each site
to hold appropriate operating licenses.
During the year there were no major breaches of the environmental regulations
that gave rise to an infringement notice being issued by any
relevant authority.
Meetings of directors
The number of meetings of the company’s Board of Directors and of each
Board Committee held during the year ended 30 June 2007 and
the numbers of meetings attended by each director were:
Board
Audit Organisation & Remuneration
A B A B A B
John Ingram 10 10 4 4 5 5
John Nolan 10 10 -4# 5 5
Urs Meyerhans 10 10 -4# --
Patricia Akopiantz(3) 10 10 3 3 5 5
Diane Grady(1) 5 5 --2 2
Michael Brown 10 10 4 4 -1#
Mark Luby(2) 3 3 1 1 -1#
A = maximum number of meetings the director could have attended
B = number of meetings attended
(1)
Diane Grady retired as a director on 27 October, 2006
(2)
Mark Luby was appointed as a non-executive director on 7 March, 2007
(3) Patricia Akopiantz was a member of the Audit Committee until 20 March,
2007
# Director attending meeting not a member of the relevant committee.
Directors’ and officers’ insurance
During the financial year the company has paid for a directors’ and
officers’ insurance policy to insure certain officers of the company
and
related entities. The officers of the company covered by the insurance policy
include the directors referred to above and officers of the
parent entity. Other officers covered by the contract of insurance include
executive officers of controlled entities. In accordance with
normal commercial practice, the insurance policy prohibits disclosure of the
nature of the liability insured against and the amount of
the premium.
Indemnification of directors and officers
The company’s Constitution provides an indemnity for existing and former
directors, secretaries and other officers where liability is incurred
in the performance of their duties in those roles unless the liability arises
from their negligence, default, breach of duty or breach of trust.
Remuneration report
This report outlines the remuneration arrangements for Directors and Executives
of the Wattyl Group.
The information provided in this report includes disclosures that are required
under Accounting Standard AASB124 Related Party
Disclosures. These disclosures have been transferred from the financial report
and have been audited. Additional disclosures required by
the Corporations Regulations which have not been audited are marked unaudited
in the following report.
Organisation and remuneration committee
The Company’s Board of Directors has an established Organisation and
Remuneration (O&R) Committee. The Committee’s main role is to
assist the Board in fulfilling its corporate governance responsibilities and
to review and make recommendations on the following matters:
•
Managing Director performance assessment and succession planning;
•
A remuneration framework and compensation and benefits practices that enable
Wattyl Limited (Wattyl) to attract and retain high
quality executives and directors who are dedicated to the interests of Wattyl’s
shareholders;
•
The reward for the Managing Director, and those who report to the Managing
Director (together, “Senior Executives”), taking into account
shareholders’ interests, Wattyl’s business performance, the performance
of the relevant executive and to employment market conditions
within the industry;
•
Reviewing the Remuneration Report;
•
Non Executive performance review process and fees.
In addition, the O&R Committee reviews Human Resources strategy and policies
for consistency with the business strategy.
The Committee comprises two non-executive directors (one of whom is the Chair)
and the Managing Director. The members are Patty
Akopiantz (Chair of the Committee), John Ingram (Chairman of the Board) and
the Managing Director of Wattyl, John Nolan. Diane Grady the
previous Chairman of the Committee, was a member until October 27, 2006. Attendance
at Committee meetings by its members are set out
on page 26 of the Annual Report.
Remuneration philosophy
The objective of the company’s executive remuneration framework is to
be able to attract, retain and motivate highly skilled executives, and
ensure reward for performance is competitive and appropriate given the results
delivered. In particular, the framework aligns executive
reward with achievement of strategic objectives, the creation of value for
shareholders and competitive market practice for delivery of reward.
The Board and the O&R Committee ensure that the remuneration framework embodies the following principles:
•
Provide competitive remuneration arrangements relative to market, to attract,
retain and motivate high calibre executives
•
Link executive rewards to shareholder value
•
Ensure a significant portion of executive remuneration is ‘at risk’ (via
short-term and long-term incentives), measured through
achievement of strategic goals and growth in shareholder value
•
Establish appropriate, challenging performance hurdles for variable executive
remuneration
•
Reward behaviour which is consistent with Wattyl’s values and behaviours
•
Encourage ownership of Wattyl shares
•
Ensure full legal compliance and transparent disclosure of executive remuneration
The Board and the O&R Committee recognise that while remuneration has an
important role in recruiting, retaining and motivating talented
executives, other factors also play a major role e.g. Wattyl’s corporate
reputation, ethical culture and business values, executive leadership
and broader human resources policies.
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