Investor Presentaiton
4
Non-executive directors' arrangements
93
Annual Report 2023
Woolworths Group
Directors'
Report
Hedging
policy
Malus policy
Minimum
shareholding
requirements
(MSR)
Under the securities trading policy, senior executives and other specified team members (Specified
Persons) may not enter into any derivative (including hedging) transaction that will protect the value
of either unvested securities or vested securities that are subject to a disposal restriction, issued
as part of our share plans. Compliance with the policy is a condition of participation in the plans.
The executive KMP STI and LTI arrangements are subject to malus provisions that enable the Board
to adjust unpaid and/or unvested awards (including to reduce to zero) where it is appropriate to do so.
The Board may determine that any unpaid cash STI or unvested DSTI or LTI awards will beforfeited
in the event of wilful misconduct, dishonesty or severe breach of our Code of Conduct by the
executive. The Board may also adjust these awards in cases of unexpected or unforeseen events
impacting performance outcomes, performance with regard to non-financial risk, an outcome
which would cause significant reputational damage to the Woolworths Group brand, or abroader
assessment of performance indicating there should be an adjustment.
CEO: 200% of TFR
Other executive KMP: 100% of TFR
Compliance is required within five years of appointment (increased from four to five years
for CEO in F23)
MSR includes the aggregate value of current shareholdings and unvested DSTI awards for
executive KMP.
4.1
Non-executive directors' remuneration policy and structure
Non-executive director fees are paid from an aggregate annual fee pool of $4,000,000, as approved by shareholders
at the AGM on 18 November 2010. Total Board and Committee fees paid during F23 were $3,131,170 (refer to Section 5.1
for individual details).
Non-executive directors do not receive variable pay and no directors' fees are paid to executive directors.
As outlined in the last year's remuneration report, following a review of Board and Committee fees against the market,
the Board determined to increase the Board Chair fee to $825,000 (inclusive of superannuation) from 1 July 2022. This is the
first increase to the Board Chair's fees since September 2017. Based on a further review conducted in F23, Board member
fees will increase by 3% to $262,640 inclusive of superannuation, effective September 2023. This is the first increase to these
fees since F19. No other changes are being made to non-executive director fees.
The table below provides a summary of the F23 Board and Committee fees:
BOARD AND COMMITTEE FEES ($)
Woolworths Group Board
Audit and Finance Committee
People Committee
Risk Committee
Sustainability Committee
Nomination Committee
CHAIR
F23 FEE
INCL. SUPER
MEMBER
F23 FEE
INCL. SUPER
825,000
254,990
65,000
32,500
65,000
32,500
65,000
32,500
65,000
32,500
Nil
Nil
1
highlights
Performance
2
Business
review
3
92
Remuneration Report
3.4 Other governance requirements
4
Financial
LO
Report
5
Other
information
Non-executive directors' equity plan
The Non-Executive Director Equity Plan (NEDP) was introduced to encourage and facilitate share ownership. The NEDP
provides a pre-set automated mechanism for participants to acquire shares, recognising that non-executive directors can
often be limited in their ability to purchase shares because of Australian insider trading laws. Non-executive director share
rights are allocated quarterly at the same time as the underlying shares are issued to the plan's trustee. For Australian-based
directors, these rights convert into ordinary shares each half year; and for US-based directors, these rights convert into
shares at the end of the director's tenure or other prescribed events (with additional shares equivalent to the dividends that
would have been earned and reinvested on those rights), subject to compliance with the securities trading policy.
The NEDP supports the minimum shareholding requirement for Board members as it allows non-executive directors to reach
the minimum shareholding requirements more quickly, as shares are acquired on a pre-tax basis. Details of the share rights
allocated to non-executive directors are set out in Section 5.2.
The Group intends seeking shareholder approval to renew authorisation for the NEDP at the 2023 AGM.
Dividends
Blackout
periods
Shares equivalent to the value of dividends that would have been earned and reinvested over
the performance period are provided at the time of vesting. No dividend equivalent shares will
be provided on awards (or portions thereof) that do not vest.
Under the securities trading policy, Specified Persons and their closely related parties must not
deal in Woolworths Group securities during a blackout period. Blackout periods operate in the lead
up to certain key announcements, namely:
quarter 1 sales results and Woolworths Group Annual General Meeting
quarter 3 sales results
half and full year results.
The Chair, on recommendation of the Chief Legal Officer and Company Secretary, may vary
or impose a restriction during other periods where deemed appropriate. Woolworths Group
team members, including Specified Persons and their closely related parties, must also not deal
in securities if they possess inside information, whether or not a blackout period applies to them.
4.2
Non-executive directors' minimum shareholding requirement
Non-executive directors are required to hold a minimum number of shares for alignment with other shareholders. The MSR is:
Chair -200% of the annual Chair fee within five years of appointment.
.
Other non-executive directors - 100% of the annual base fee within three years of appointment.
The shares or share instruments may be held personally, by a close family member, within a self-managed superannuation
fund, or by a family trust or private company.
Details of the current shareholdings for non-executive directors as at 25 June 2023 are provided in Section 5.3.
4.3View entire presentation