Remuneration Governance packages for middle-market Boards

'Both the economic cycle and our company's strategy have changed. We put in our current share plan several years ago. Should we review it?'

Changes in economic cycles increase the risk that share plan settings and share plans themselves require revision. As a result, existing share plans become irrelevant or even counterproductive over time.

Our expert Remuneration Governance team have a proven track record of advising companies about these issues, and providing the right solutions. They typically review whether:

• the plan is appropriate for the enterprise strategy and next phase in the economic cycle
• the plan considers and responds to remuneration and culture risk
• the performance conditions are appropriate – this includes
  • the performance measures
  • the hurdles and hurdle settings, and
  • the performance period for grants
• the plan rules and invitation letters cover the key items required by investors and regulators
• offers are being properly made and equity properly managed over time within the ASIC framework
• equity grants are appropriately valued and expensed.

Time The share plan review will be completed within a month

Cost The fixed price fee is $20,000 per plan

Deliverable A written report and results presentation

It's the lead up to the end of the financial year and proactive companies are already thinking about their Annual Report, especially the Remuneration Report contained within. Better to update last year's report … or is there a pressing need for more substantial change ?

The Remuneration Governance experts at MinterEllison can help you decide.

Part One of the compliance review is reported in 'traffic-light' format which includes guidance on how to achieve compliance with the Corporations Act 2001 and related disclosure requirements, wherever the report indicates non or partial compliance, with examples of compliant disclosures.

Part Two of the review, which covers how well the remuneration report communicates the important messages to stakeholders, makes observations on structure, messaging, language, and items and material recommended for inclusion in the report.

Time The remuneration report review will be completed within a month

Cost The fixed price fee is $20,000 per report

Deliverable A written report and results presentation

'We need to lift non-executive director fees but it's become a problematic issue with shareholders. How do our NED fees compare to other boards, and how do other Chairs go about this?'

Board engagement is better when board fees are appropriate for the scale of the enterprise and contribution required from non-executive directors. Balancing investor and NED expectations is a delicate act that works better when Remuneration Committee Chairs take independent advice on NED fees and investor expectations regularly. Better to know where board fees sit in the market and have a plan for fee adjustment.

Our Remuneration Governance team provide expert advice on Board fee matters. Our report covers:

• board and committee fees compared to boards of other companies of comparable scale and complexity, including comparison to industry sector and general ASX
• aggregate fee pool history including adjustments and AGM results – an aide to planning future adjustments
• headroom and adjustment observations at board and committee level.

Time The board fees review will be completed within a month

Cost The fixed price fee is $20,000 per plan

Deliverable A written report and results presentation

'Our CEO is nudging for a pay increase. Is CEO pay growing? How fast?'

A primary role of the Board Remuneration Committee is governing the remuneration arrangements of the Key Management Personnel (KMP) such as the board members and senior executives. This means conducting annual cycles of review, often comparing pay design and remuneration levels to the market one year, and reviewing variable pay plan settings against the strategy and achievements every other year.

MinterEllison's Remuneration Governance team maintains a comprehensive KMP pay database. Coverage includes all of the KMP roles (NED and executive) in all ASX companies going back 14 years. While the database covers 62 unique roles, the most common benchmarking requests cover just nine: Non-Executive Chair, Non-Executive Director, MD/CEO, COO, CFO, General Counsel, Company Secretary, CHRO, and Business Unit Head.

MD/CEO and senior executive benchmarking helps the Remuneration Committee make better decisions on pay levels and pay design adjustments, while benchmarking other key executive roles helps the CEO maintain competitive pay levels in their executive and management teams.

Time The benchmarking will be completed within a month

Cost The fixed price fee is $20,000 for five executive roles

Deliverable A written report and results presentation