Glossary
An independent government agency that develops and maintains the accounting standards applicable under company law to Australian companies and organisations,...
An alternative term for Say on Pay. A term for shareholders having the right to vote on executive remuneration.
An alternative term for Notice of Annual General Meeting, used primarily in the UK. The formal notification and explanatory statements...
A formal, structured, and communicated plan governing the payment of a Short-Term Incentive.
The designated financial value formula used by the board to calculate the exact number of equity instruments to grant to...
A proxy individual appointed to attend board sessions and vote on behalf of a regular board member who is temporarily...
A mandatory annual gathering of shareholders where the company reports on its year, responds to questions, and votes on key...
Another term for Short Term Incentive (STI). A payment that varies with performance for a period of 12 months or...
A comprehensive, mandatory document published yearly by a company detailing its full financial performance, operations, and governance metrics over the...
A set of benchmark guidelines and recommendations established by the Australian Securities Exchange (ASX) to promote high standards of transparency,...
The government’s independent statutory authority that supervises and regulates Australia’s financial services industry (including banks, credit unions, insurance companies, and...
An independent government body acting as Australia’s corporate, markets, and financial services regulator. It enforces laws to protect consumers, investors,...
The primary stock exchange in Australia where public companies list their shares to raise money from investors, and where everyday...
The designated leader responsible for heading the board and leading (chairing) board meetings. In practice, the role is a permanent...
A significant transactional event (such as a takeover, merger, or acquisition) that shifts majority company ownership or voting control to...
An alternative term for Remuneration Committee. A committee of the board comprising independent directors, responsible for reviewing and recommending executive...
A comprehensive, narrative section mandated by the Securities and Exchange Commission (SEC) in the US. Included within a public company’s...
The primary legislation governing companies incorporated in Australia, setting out the legal requirements for director duties, Remuneration Reports, and shareholder...
A designated board member chosen to assist the board chair and assume full leadership duties if the Chair is absent...
A detailed, mandatory annual disclosure required for publicly listed companies in the UK. Equivalent to the Australian Remuneration Report, it...
An alternative term for Say on Pay. A term for shareholders having the right to vote on executive remuneration.
A program where a company gives its employees the opportunity to buy or receive shares, options, or rights in the...
Remuneration granted in equity. Equity includes share rights, options, share appreciation rights, restricted shares, restricted share units (RSUs).
The operational senior leadership team comprised of the CEO and their immediate executive direct reports.
The market value of the shares underlying an equity grant at the grant date, calculated simply as the current share...
The value of an equity instrument at the grant date, calculated using option pricing models (like Black-Scholes) which factor in...
A regulatory framework jointly administered by APRA and ASIC that holds senior executives and directors within the financial services industry...
Another term for Total Fixed Remuneration (TFR), Fixed Remuneration (FR) and Total Employment Cost (TEC) Guaranteed annual remuneration contingent on...
Another term for Total Fixed Remuneration (TFR) and Fixed Annual Remuneration (FAR) and Total Employment Cost (TEC). Guaranteed annual remuneration...
The highly detailed, comprehensive annual financial summary required by the U.S. Securities and Exchange Commission (SEC) for US publicly traded...
Non-cash elements included in a fixed remuneration package, such as company vehicles, specialised healthcare, or fringe benefits and associated tax...
Framework rules determining the treatment of unvested incentives when an executive ceases employment. “Good leavers” (e.g., retirement, redundancy) typically retain...
An alternative term for Restriction Period. A holding period post-vesting during which the executive legally owns the shares or rights...
A Non-Executive Director (NED) who is free of any business or other relationship that could materially interfere with their independent...
A large financial organisation (such as a superannuation/pension fund, mutual fund, insurance company, or sovereign wealth fund) that pools and...
Defined by Australian Accounting Standards (AASB 124) as those with the authority and responsibility for planning, directing, and controlling the...
An independent director designated to represent the independent non-executive directors, manage board chair conflicts of interest, and offer shareholders an...
An incentive design where a company provides a loan to executive to acquire shares on a limited-recourse basis, which is...
Equity grants (e.g. shares, rights, or options) subject to service requirements for periods exceeding 12 months. Grants are not subject...
An alternative term for Long-Term Incentive (LTI). A common term used in banking and insurance companies. The emphasis is “variability”...
“At-risk” compensation that is usually paid in forms of company equity, rather than cash (e.g. performance rights, performance share units,...
Performance metrics relating to a company’s share price, most commonly Relative Total Shareholder Return (rTSR), Total Shareholder Return (TSR), or...
The maximum pay an executive can receive if they meet or exceed the maximum performance requirements. Proxy advisors and investors...
An alternative term for Minimum Shareholding Requirement (MSR). Corporate policies that mandate KMP build and retain a defined amount of...
Corporate policies that mandate KMP build and retain a defined amount of equity (e.g., 100% of base salary) to maintain...
The specific disclosure subset consisting of the CEO, CFO, and the other top 3 highest-paid executives within a company, used...
A director appointed to a corporate board to directly represent the strategic or commercial interests of a major shareholder or...
A member of the board who is not part of the executive management team. They are paid a fixed fee...
Performance metrics contingent on operational or financial metrics (e.g., earnings growth, return on equity, or ESG targets) independent of share...
Non-cash elements, such as company vehicles, specialised healthcare, or fringe benefits and associated tax that may be included in a...
The formal notification and explanatory statements issued to shareholders outlining the items, resolutions, and voting instructions for an upcoming annual...
The non-variable, fixed cash to which an employee is contractually entitled to (typically annually) for performing their core operational duties,...
The specific benchmarks, financial targets, or service requirements that must be achieved for the related incentive award or equity instrument...
The quantifiable, role-specific criteria used to evaluate individual, divisional, or corporate success.
The timeframe over which performance metrics are tracked and evaluated against set targets to determine if an incentive is earned...
The most common equity incentive payment vehicle in Australia, representing a right to receive a share or cash payment of...
An equivalent term to Performance Rights. They may also be called Zero Exercise Price Options (ZEPOs). A grant of units...
An equivalent term to Performance Rights. They may also be called Zero Exercise Price Options (ZEPOs). A grant of units...
Non-cash elements included in a fixed remuneration package, such as company vehicles, specialised healthcare, or fringe benefits and associated tax....
A cash-settled incentive plan that reflects the value of a company. it may track share price, but could also have...
Independent research firms (like CGI Glass Lewis, ISS, ACSI, and Ownership Matters in Australia) that analyse remuneration reports and other...
An alternative term for Notice of Annual General Meeting. The formal notification and explanatory statements issued to shareholders outlining the...
The sum of Fixed Remuneration and the market value of any equity that has vested in the year, whether the...
The sum of Fixed Remuneration and the market value of any equity that has vested and has been exercised in...
A measure of performance on which Long Term Incentive (LTI) vesting is often dependent. It is usually expressed as a...
A committee of the board comprising independent directors, responsible for reviewing and recommending executive pay frameworks and outcomes to the...
An alternative term for Say on Pay. A term for shareholders having the right to vote on executive remuneration.
A mandatory section of an Australian listed company’s Annual Report (or international equivalent) that must detail the board’s remuneration policy,...
An independent statutory body in Australia that determines the pay, allowances, and entitlements for public office holders, including politicians, judges,...
Are equivalent to RSUs. They may also be called Zero Exercise Options (ZEPOs). A grant of share rights that are...
An equivalent term to Restricted Share Rights. Also commonly called Restricted Stock Units (common in Canada and USA). They may...
An equivalent term to Restricted Share Rights. They may also be called Zero Exercise Options (ZEPOs). A grant of units...
A holding period post-vesting during which the executive legally owns the shares or rights but is prohibited from exercising, trading,...
The general term for shareholders having the right to vote on executive remuneration. In Australia and the US, this vote...
An alternative term for Lead Independent Director. An independent director designated to represent the independent non-executive directors, manage chair conflicts...
Another term for Phantom Equity, although more particularly the value is derived from an actual share price, rather than the...
Performance incentive instruments that grant employees (in cash or fractional shares) equal in value to the difference (appreciation) in the...
Also known as a ‘Zero Exercise Price Option’. A specific variation of options: conditional equity that converts to shares or...
An individual, company, or institution that legally owns at least one share of a corporation’s capital stock.
An alternative term for Short-Term Incentive (STI). A common term used in banking and insurance companies. The emphasis is “variability”...
A payment that varies with performance for a period of 12 months or less. Performance is usually assessed over a...
A term used by APRA to classify larger, more complex financial institutions like major banks or large insurers. To be...
A mandatory vote triggered by a “second strike” where shareholders vote on whether to hold a “spill meeting” within 90...
The mandatory, statutory retirement savings scheme in Australia requiring employers to contribute a legislated percentage of an employee’s ordinary time...
An alternative term for Target Total Remuneration (TTR), common in the Americas. The total pay an executive receives if they...
The total pay an executive receives if they meet all their target performance requirements (TFR + Target STI + Target...
Target total direct compensation (TDC) plus the value of what Americans and Canadians call “indirect” compensation (employer-paid value of health...
Another term for Total Fixed Remuneration (TFR) and Fixed Annual Remuneration (FAR) and Fixed Remuneration (FR). Guaranteed annual remuneration contingent...
Guaranteed annual remuneration contingent on service (hours worked). TFR is the sum of base salary, mandatory superannuation contributions, and any...
A measure of performance on which Long Term Incentive (LTI) vesting is often dependent. It is the sum of the...
A unique and powerful feature of Australian corporate law (Corporations Act). If 25% or more of shareholder votes cast are...
The time from the grant date that an executive must wait while fulfilling service, time, and/or performance requirements until equity...
For shares listed and traded on a prescribed financial market (such as the ASX), VWAP is a method for determining...
An equivalent term to a Share Right. A specific variation of options: conditional equity that converts to shares at zero...
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