Remuneration policy for directors and executives
The Board policy for determining emoluments is based on the principle of remunerating Directors and senior executives on their ability to add value to the Company (taking into account the Company’s strategic plan and operations) whilst also considering market emolument packages for similar positions within the industry and in consultation with external consultants. The Board appreciates the interrelationship between this policy and Company performance. It acknowledges that it is in the best interests of shareholders to provide challenging but achievable incentives to reward senior executives for reaching the Company’s stated goals. The Board will discuss these issues internally and with candidates prior to engaging additional directors or senior executives in the future.
Director and executive details
The directors of Rockeby biomed Ltd during the year were:
- Seet Lip Chai, Non executive Chairman
- Sze Wee Tan, Managing Director and Chief Executive Offi cer
- Richard Casey, Non executive Director
- Tan Swan Jeng, Non executive Director
- Nicholas Samaras (appointed 25 November 2005), Non Executive Director
- Sam Di Giacomo (appointed 5 April 2006), Non Executive Director
- David Free (resigned 30 November 2005), Non Executive Director
- John Warmington (resigned 31 March 2006), Non executive Director
The group executives employed by Rockeby biomed Ltd during the year were as follows:
- Betty Lim, Financial Controller
- Karl Mikschofsky (resigned 31 March 2006)
- David Capes, Vice President Research and Development
- Nick Plumeridge (resigned 10 April 2006), Vice President Sales & Marketing
- Roger Schmid (appointed 24 April 2006), Vice President Sales & Marketing
Elements of director and executive remuneration
Remuneration packages contain the following key elements:
1. Short term employee benefi ts - salaries/ fees, bonuses, and other short term employee benefi ts such as health benefi ts and transport allowances.
2. Post employment benefits - superannuation
3. Share based payments - share options granted under the Employee Incentive Option Plan.
The following table discloses the remuneration of the directors of the company:
The following table discloses the remuneration of the executives of the company.
Elements of remuneration related to performance
The remuneration of Rockeby’s executive directors and executives comprise some or all of the following elements:
- Fixed salary
- Bonus
- Share options
- Superannuation
- Other benefi ts including transport allowance and health benefits
Bonuses are granted to executives at the complete discretion of directors with reference to performance against key performance indicators particular to the executive. David Capes was awarded a bonus for the achievement of research and development project deliverables (ie projects initiated and milestones
achieved)
Betty Lim and Nick Plumeridge were awarded bonuses to refl ect the fact that signifi cant new sales contracts and other business opportunities were negotiated and fi nalised during the year.
Share based payments are granted at the complete discretion of the Board and follow the recommendations of the Nomination and Remuneration Committee.
A summary of the key terms of each contract of employment is set out in Note 4 to the financial statements.
Value of options issued to Directors and Executives.
The following table discloses the value of options granted, exercised or lapsed during the year.
Value of options - basis of calculation
The following factors and assumptions were used in determining the fair value of options of grant date:
1. The total value of options granted, exercised and lapsed during the year is calculated based on the following:
- Fair value of the option at grant date multiplied by the number of options granted during the year; plus
- Fair value of the option at the time of exercise multiplied by the number of options exercised during the year; plus
- Fair value of the option at the time of lapse multiplied by the number of options lapsed or cancelled during the year.
2. The total value of options included in remuneration for the year is calculated in accordance with AASB 124 “Related Party Disclosures’ which requires the following:
- The value of options is determined at grant date and is included in remuneration on a proportionate basis from grant date to vesting date. Where options immediately vest, the full value of the option is recognised in remuneration in the current year.
- With the exception of options granted to directors and to Roger Schmid, all options vest at the date of issue. Options granted to directors vest in three equal tranches on the fi rst, second and third anniversary of the grant date. Options granted to Roger Schmid vest in two equal tranches on the fi rst and second anniversary of the grant date. As such, only a portion of the fair value of the options at grant date have been included in remuneration for the year.
The following table shows the inputs to the valuation model for each class of share based payment
