EXPLANATORY NOTES
MORE
INFORMATION
The following Explanatory Notes explain the items of
business to be considered at IAG’s 2015 AGM and form
part of the Notice of Meeting. The Explanatory Notes
are set out in the order of the items in the Notice of
Meeting and should be read with the Notice.
Receipt of Financial Statements
and Reports
The financial results for the year
ended 30 June 2015 are set out in the
Company’s 2015 Annual Report sent
to those shareholders who elected
to receive it by post or email. The
Annual Report is available online at
.
Why are the financial reports being
presented to shareholders?
It is a requirement under the Corporations
Act 2001 to present at the AGM the
financial report, Directors’ report, and
auditor’s report of the Company and the
consolidated entity.
Shareholders will be given a reasonable
opportunity at the AGM to ask questions
and make comments on the financial
report and other reports and on the
business operations and management
of the Company.
Questions for the auditor
During discussion of this item,
the Company’s auditor will
answer relevant questions.
If you would like to submit a written
question to the Company’s auditor,
please write your question on the
shareholder question form provided and
submit it using one of the methods set out
on page 3. Questions may also be lodged
as part of the online voting process.
Questions for the auditor (either written
or at the meeting) must relate to:
■
■
the preparation and content of the
auditor’s report or the conduct of the
audit (including the independence
of the auditor); or
■
■
the accounting policies adopted by the
Company in relation to the preparation
of its financial statements.
A list of qualifying written questions
received will be made available at
the AGM. Please note that all written
questions to the auditor must be received
no later than 5.00pm Wednesday,
14 October 2015
.
Resolution 1
Adoption of the Remuneration Report
This Resolution is advisory only and
does not bind the Company or the
Directors. However, the Directors
will actively consider the outcome
of the vote and comments made by
shareholders on the Remuneration
Report at the meeting when reviewing
the Company’s remuneration policies.
Remuneration Overview
The Board presents the Remuneration
Report to shareholders for consideration
and adoption. The Remuneration
Report contains information about IAG’s
remuneration policy and practices. It also
sets out the remuneration arrangements for
key management personnel, including the
Non-Executive Directors, the Managing
Director and CEO and Group Executives.
The Remuneration Report, which is
part of the 2015 Annual Report, can
be found on the Company’s website at
.
IAG’s remuneration practices have been
designed to:
■
■
align remuneration with the interests of
IAG’s shareholders by focusing on short
to long term goals;
■
■
motivate employees to achieve superior
and sustainable performance and
discourage underperformance;
■
■
remain market competitive to attract
and retain high quality people;
■
■
be clearly understood and valued; and
■
■
encourage constructive behaviours and
prudent risk taking that support sound
long term financial performance.
The Board is confident that IAG’s
remuneration policies are in line
with governance requirements and
continue to support the Group’s
financial and strategic goals, which
ultimately benefit shareholders,
customers, employees and the community.
Shareholders will be given the
opportunity to ask questions and to
make comments on the Remuneration
Report at the AGM.
Voting Exclusion
The Company will disregard any votes
cast on Resolution 1:
■
■
by or on behalf of a member of the
key management personnel whose
remuneration is disclosed in the
Remuneration Report or any Closely
Related Parties of those persons; or
■
■
as a proxy by a member of the key
management personnel or any of their
Closely Related Parties,
unless the vote is cast by a person as a
proxy entitled to vote on Resolution 1:
■
■
in accordance with a direction as to
how to vote on the voting form; or
■
■
by the Chairman of the meeting
following express authorisation on the
voting form, to vote as he sees fit.
If you choose to appoint as your proxy a
member of the key management personnel
(other than the Chairman of the meeting)
or one of their Closely Related Parties, you
are encouraged to direct your proxy on
how to vote on Resolution 1 by marking
either “For”, “Against” or “Abstain” on
the voting form.
What do the Directors recommend?
The Directors recommend that you vote
“For” the Resolution. The Chairman
intends to vote available proxies
given to him “For” the adoption
of the Remuneration Report.
Resolution 2
Allocation of share rights to
Mr Michael Wilkins, CEO
Shareholder approval is being sought to
grant the following to Mr Michael Wilkins,
the CEO of the Company:
■
■
Deferred Award Rights (DARs) – under
IAG’s short term incentive (STI) plan,
to reward achievement against a mix
of financial and non-financial targets.
DARs are the deferred portion of the
STI awarded for the financial year
ended 30 June 2015; and
■
■
Executive Performance Rights (EPRs) –
under IAG’s long term incentive (LTI)
plan, subject to performance hurdles
designed to drive performance over
three and four years and to strengthen
the alignment between the interests
of executives and shareholders. EPRs
constitute Mr Wilkins’ proposed LTI
grant for the financial year ending
30 June 2016.
6
IAG NOTICE OF MEETING 2015
