Functional Domains: Remuneration
Trusted Advice ... a Key Success Factor
The governance and strategy around remuneration has become a critical issue for organisations globally. Key stakeholders are looking for well-substantiated remuneration strategies and executive contracts - striking a balance between sufficient rewards to drive success and retain key executives, whilst avoiding excessive payments. Equally, stakeholders have a strong expectation that variable rewards will fluctuate commensurate with different levels of performance. As experienced and trusted advisors, we are well able to propose remuneration strategies and practices that meet these various stakeholder expectations.
APRA Prudential Standards - Governance of Remuneration
Advice on Implementation
OPPEUS International can provide advice to institutions that require external assistance in the development or review of one or more of the matters listed below.
In addition, where an institution has used internal resources to develop or review the matters listed below, OPPEUS International is able to provide an independent “second opinion” on the gap analysis conducted and on any changes made to ensure compliance with the Prudential Standard.
Importantly, any advice provided to your Board or your Remuneration Committee would meet the tests in relation to the independence and potential conflicts of interests of external advisors as specified in the Prudential Practice Guide on Remuneration.
An Overview of the changes
OPPEUS International is well equipped to provide comprehensive independent advice to the Board of APRA-regulated institutions. These institutions are required to comply with APRA Requirements in relation to remuneration in Authorised Deposit-taking Institutions:
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Prudential Practice Guide – PPG511 – Remuneration
These revised standards will come into effect on 1 April 2010.
By this date, APRA requires that a Board Remuneration Committee, with appropriate composition and charter, be established and that a suitable Remuneration Policy be in place.
If, however, an institution is unable to comply with the new Prudential Standard by the commencement date, APRA has advised some institutions that they must advise APRA by
28 February 2010 of this, outlining the reasons and the expected time-frame for compliance.
In addition, if an institution wishes to seek transitional relief or to be excluded from specific requirements under the Prudential Standard, the rationale for such requests must be made formally to APRA before the commencement date of the Prudential Standard on 1 April 2010.
Our Scope of Work
Advice can be provided on compliance in regards to the following matters included in the Prudential Standard and Prudential Practice Guide:
Board Committees
- Remuneration Committee
- Risk Committee
- Interaction and co-ordination between the Remuneration Committee and the Risk Committee
Remuneration Policy
- Coverage of Remuneration Policy – identification of positions and need for unique remuneration policy:
- Responsible persons
- Risk and financial control personnel
- Those who receive a significant proportion of performance-based remuneration
- Persons not directly employed by the institution
- Nature of Remuneration Policy applicable to various positions:
- Fixed cash remuneration
- Incentive remuneration such as short term and long term incentives
- Equity-related remuneration
- Fringe benefits and significant perquisites
- Hiring bonuses and termination payments
Design of Incentive Plans Including Adjustment for Risk
- Overall design of annual short term incentive plans (STI)
- Overall design of long term incentive plans (LTI)
- Adjustment for risk in STI and LTI Plans taking into consideration applicability of:
Review of Individual Contracts of Employment
- Review of individual contracts of employment to ensure compliance with the Prudential Standard, e.g., where an individual contract of employment may differ from the institutions standard remuneration policy or practice
- In cases of non-compliance, identification of actions required and time-table for compliance
Rationale for Compliance Relief
OPPEUS International is able to provide an assessment of the rationale and reasons for the delay and the expected time-frame for compliance. This assessment could be used in the advice to APRA that would be required by 28 February 2010. In addition, OPPEUS International can provide support for the rationale for institutions wishing to seek transitional relief or to be excluded from specific requirements under the Prudential Standard.
Ongoing Advice
On an ongoing basis OPPEUS International has expertise in providing independent advice to the Board Remuneration Committee on all aspects of the matters covered in the Remuneration Policy. In addition, we can provide advice and assessments in regards to the ongoing compliance with the Prudential Standard.
Advice on Legal Matters
As there may be legal matters that require review as part of the APRA remuneration compliance process, we are pleased to advise that advice on such matters can be provided by Freehills. Examples of advice that can be provided by Freehills are:
- Changes to service and employment contracts, including ability to change present terms
- Documentation of changes in plan rules for incentive plans
- Changes to tax laws in relation to employee share schemes and the introduction of amended termination benefits legislation
If you have a need for advice on any of these matters, we would be pleased to introduce you to the appropriate person in Freehills. See www.freehills.com for additional information.
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Meeting your needs
Our specialists provide experienced, trusted advice on remuneration regarding:
- Independent Advisor to Board Remuneration Committee
- Remuneration strategies, structure and levels for Non-Executive Directors, CEOs and Executives
- Performance-Reward strategies and design for each stage in the Company Lifecycle
- Short Term and Long Term Incentives aligned with the business objectives
- New Appointments
- Mergers & Acquisitions
- IPO / Private Equity
- Organisation Restructures
- Board and Governance Reviews
- Restructure of Superannuation Plans
- Executive Contracts and Dispute Mediation
- Retention Strategies
- Job Evaluation Systems and Whole-of-Job Position Evaluation
Click here to download our Remuneration flyer (PDF 259KB).

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