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IRESS LIMITED — Board/Management Information 2009
Oct 13, 2009
65141_rns_2009-10-13_04b58c94-d639-44aa-82e1-efb2ff23d497.pdf
Board/Management Information
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14 October 2009
The Manager Company Announcements Office Australian Stock Exchange 10[th] Floor, 20 Bond Street SYDNEY NSW 2000
ELECTRONIC LODGEMENT
Dear Sir or Madam
Terms of Employment - Managing Director
The Board of IRESS ( ASX: IRE ) today announced the terms of employment for Mr Walsh, which are effective from 14 October 2009.
A summary of the key terms and conditions of Mr Walsh’s employment contract is set out in the attached schedule.
Yours sincerely
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Stu Bland Company Secretary
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Schedule: Summary of key terms and conditions of Mr Walsh’s employment contract as Managing Director of IRESS
Mr Andrew Walsh will be employed under a single employment contract with IRESS with no fixed term. The contract takes effect from 14 October 2009 and is subject to the following key terms and conditions.
1 Remuneration package
1.1 Fixed annual remuneration
With effect from 14 October 2009, Mr Walsh’s annual remuneration package ( Remuneration ) will be $650,000 per annum (excluding minimum superannuation guarantee contribution obligations of IRESS). The Remuneration will be reviewed, along with Mr Walsh’s performance, by the board of directors of IRESS ( Board ) in or around October each year, and may be varied following that review (however, it may not be reduced at any review). The first review will take place in or around October 2010.
In addition to the Remuneration, IRESS will pay the minimum superannuation guarantee contribution required by law on Mr Walsh’s behalf into a superannuation fund.
1.2 Annual discretionary bonus
IRESS has in place an annual discretionary bonus scheme. Mr Walsh’s annual bonus under this scheme will be an amount of up to 50% of his Remuneration and includes any superannuation amounts which may be required to be made. This bonus is paid in cash.
1.3 Long term incentive (LTI) - Performance Rights and Deferred Shares
In addition to his Remuneration and any annual bonus, Mr Walsh will (subject to shareholder approval required under the ASX Listing Rules) be entitled to receive LTI awards granted to him under IRESS’s LTI plans in place from time to time. Mr Walsh will remain entitled to LTI awards already granted to him in accordance with applicable IRESS LTI plans.
The decision to make a LTI award is made periodically by the Board (usually annually). Individual participation is based on a number of factors including the strategic significance of the role and outcomes achieved; capacity to impact on strategic outcomes in terms of special achievements or requirements; future potential and succession planning requirements; and personal performance. Hedging of unvested share rights is prohibited.
To date, Mr Walsh has participated in the following LTI plans:
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(a) Employee Performance Rights Plan;
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(b) Deferred Shares Plan.
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Mr Walsh currently has 207,950 unvested performance rights and 44,000 deferred shares and will continue to hold these in accordance with their terms of issue following his appointment as Managing Director.
Further details of IRESS’s incentive plans are set out in IRESS’s most recent Annual Report for the 12 months to 31 December 2008 (available at www.iress.com.au ).
Any future grants of LTI’s to Mr Walsh will be subject to ASX shareholder approval required under the ASX Listing Rules.
2 Termination
IRESS may terminate Mr Walsh’s employment immediately without notice for specified causes (including if Mr Walsh disobeys a lawful direction of the Board, is guilty of other serious misconduct or commits any material act or omission which in the opinion of the Board brings Mr Walsh, any company within the IRESS Group or any officer of the IRESS Group, into disrepute or is otherwise contrary to the IRESS Group’s interests). In these circumstances, Mr Walsh would be entitled to receive unpaid Remuneration and minimum superannuation guarantee contributions to the termination date and accrued annual leave and long service leave.
IRESS may also terminate Mr Walsh’s employment at any time by giving 6 months written notice to Mr Walsh. IRESS could require Mr Walsh to serve out the notice period or make a payment in lieu (or a combination of these). Any payment in lieu will be calculated based on the amount of Remuneration only.
Finally, if at any time incapacity due to illness, injury or other cause renders Mr Walsh unable to perform his duties under the terms of his contract for a period of more than 3 months, or for periods aggregating more than 3 months, in any 12 month period, IRESS may terminate his employment on such terms as it thinks fit.
Mr Walsh may terminate his employment at any time by giving 6 months written notice to IRESS and IRESS may require him to serve out the notice period or may make a payment in lieu (or a combination of these). Any payment in lieu will be calculated based on the amount of Remuneration only.
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