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The remuneration report has been audited.
Remuneration committee
Brickworks Remuneration Committee operates under the delegated authority of Brickworks’ Board of Directors.
A summary of the Remuneration Committee charter is included on the Brickworks website (www.brickworks.com.
au). All non-executive Directors of Brickworks are members of the Remuneration Committee.
The main functions of the Remuneration Committee are to assist the Board in fulfilling its responsibilities relating to:
• Ensuring remuneration policies and practices are consistent with Brickworks’ strategic goals and human
resources objectives and which enable Brickworks to attract and retain executives and Directors who
will create value for shareholders;
• Equitably, consistently and responsibly rewarding executives having regard to the performance of
Brickworks, the performance of the executive and the general pay environment; and
• Ensuring executive succession planning is adequate and appropriate.
Attendance details of the Remuneration committee are included in the Directors’ report.
The Committee is authorised by the Board to obtain external professional advice, and to secure the attendance
of outsiders with relevant experience and expertise if it considers this necessary.
Non-executive Directors
Remuneration of non-executive Directors is determined by the full Board after consideration of Company
performance and market rates for Directors’ remuneration. Non-executive Director fees are fixed each year, and
are not subject to performance based incentives. Brickworks’ non-executive Directors are not employed under
an employment contract.
The maximum aggregate level of fees which may be paid to non-executive Directors is required to be approved
by shareholders in a general meeting. This figure is currently $800,000, and was approved by shareholders
at the Annual General Meeting on 31 October 2003. It is not proposed to vary this amount at the 2009 Annual
General Meeting.
For the year ended 31 July 2009, Brickworks paid non-executive Directors base fees of $80,000 per annum, with
the chairman of the Board receiving $160,000 per annum, and the chairman of the audit committee receiving an
additional $10,000 per annum. All Directors are entitled to receive superannuation contributions at the statutory
rate (9%) on these amounts. The total aggregate fees paid to non-executive Directors during the year was within
the maximum approved by shareholders.
Brickworks constitution requires that Directors must own a minimum of 500 shares in the Company within two
months of their appointment. All Directors complied with this requirement during the year.
Executive Directors and executives
Board policy for determining remuneration
Board policy for determining the nature and amount of remuneration of the executive Director and senior
managers (the executives) is set by the Remuneration Committee. This policy is applied consistently across all
divisions within the Group. Brickworks’ remuneration policy is to ensure that an executive’s remuneration reflects
their duties and responsibilities, as well as ensuring the Company is able to attract and retain key talent.
The Board of Brickworks recognises that the Group’s performance is tied to its ability to attract, retain and
develop highly skilled and motivated executives. Whilst remuneration is a key factor in achieving this, the Board
recognises there are other factors that influence this ability, including the culture and reputation of the group and
its employees, the general human resources policies, and professional development opportunities.
Executive remuneration is comprised of both fixed and variable remuneration components. The structure of the
remuneration is designed to provide an appropriate balance between these components.
Fixed remuneration is made up of base salary, superannuation and other benefits (where taken). Fixed
remuneration is approved by the Remuneration Committee based on data sourced from external sources,
including independent salary survey providers.
Variable remuneration is tied to the performance of both the individual and the Company. Any such remuneration
earned is available as Brickworks shares purchased through the Brickworks Deferred Employee Share Plan or
as cash, at the discretion of the employee.
Performance based remuneration
Brickworks Incentive Scheme has been designed to focus executives on the necessity to achieve a range of
planned targets for their respective businesses. The variable remuneration program is structured around the
achievement of annual performance criteria and is payable following recommendation by the Managing Director
and approval by the Remuneration Committee. Funding for the Incentive Scheme accrues based on divisional
and group earnings.