Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004 (103 of 2004)
Schedule 5 Remuneration of directors and executives
Corporations Act 2001
13 After subsection 300A(1)
(1AA) Without limiting paragraph (1)(b), the discussion under that paragraph of the company's performance must specifically deal with:
(a) the company's earnings; and
(b) the consequences of the company's performance on shareholder wealth;
in the financial year to which the report relates and in the previous 4 financial years.
(1AB) In determining, for the purposes of subsection (1AA), the consequences of the company's performance on shareholder wealth in a financial year, have regard to:
(a) dividends paid by the company to its shareholders during that year; and
(b) changes in the price at which shares in the company are traded between the beginning and the end of that year; and
(c) any return of capital by the company to its shareholders during that year that involves:
(i) the cancellation of shares in the company; and
(ii) a payment to the holders of those shares that exceeds the price at which shares in that class are being traded at the time when the shares are cancelled; and
(d) any other relevant matter.
(1A) The material referred to in subsection (1) must be included in the directors' report under the heading "Remuneration report".
(1B) For the purposes of paragraph (1)(c):
(a) a person is a company executive of the company if the person is a secretary or senior manager of the company; and
(b) a person is a relevant group executive of the company if the person:
(i) is a group executive of the consolidated entity; and
(ii) is not a director of the company.
(1C) Without limiting paragraph (1)(c), the regulations may:
(a) provide that the value of an element of remuneration is to be determined, for the purposes of this section, in a particular way or by reference to a particular standard; and
(b) provide that details to be given of an element of remuneration must relate to the remuneration provided in:
(i) the financial year to which the directors' report relates; and
(ii) the earlier financial years specified in the regulations.