23 November 2009
The Manager
Company Announcements Office
Australian Securities Exchange
Level 45, South Tower
Rialto
525 Collins Street
MELBOURNE VIC 3000
Dear Sir or Madam
Electronic Lodgement
Notice of Annual General Meeting
In accordance with the listing rules, I attach a copy of the Notice of Annual General Meeting for
release to the market.
Yours faithfully
Kerry Gleeson
Company Secretary
Attach.
Office of the Company Secretary
ABN 42 004 080 264
70 Southbank Boulevard
Southbank Victoria 3006
GPO Box 1322
Melbourne Victoria 3001
Tel: (61 3) 8695 4400
Fax: (61 3) 8695 4419
www.incitecpivot.com.au
Notice of Annual General Meeting
Incitec Pivot Limited
ABN 42 004 080 264
Incitec Pivot Limited (
"Company" or "Incitec Pivot") gives notice that the Annual General Meeting of members will be held at the
Auditorium, Level 2, Melbourne Exhibition Centre, 2 Clarendon Street, Southbank, Victoria on Wednesday, 23 December 2009 at
2.00 pm (Melbourne time).
The Explanatory Notes, which accompany and form part of this Notice of Annual General Meeting, contain important information in
connection with the proposed resolutions.
Business
A. Annual reports
To table for discussion the financial report of the Company, the directors' report and the auditor's report for the year ended
30 September 2009.
B. Re-election of directors
Proposed resolution 1:
That Mr Graham Smorgon, who retires in accordance with the Company's Constitution and, being eligible, offers himself for
re-election, be re-elected as a director of the Company.
Proposed resolution 2:
That Mr Anthony Larkin, who retires in accordance with the Company's Constitution and, being eligible, offers himself for
re-election, be re-elected as a director of the Company.
C. Approval of issue to Managing Director under the Incitec Pivot Performance Rights Plan
Proposed resolution 3:
That the grant of performance rights under the Incitec Pivot Performance Rights Plan to the Managing Director & Chief Executive
Officer, Mr James Fazzino, as described in the Explanatory Notes, be approved.
D. Remuneration report
Proposed resolution 4:
That the remuneration report for the Company (included in the directors' report) for the year ended 30 September 2009 be
adopted.
Please note that the vote on this resolution is advisory only and does not bind the directors or the Company.
By order of the Board.
Kerry Gleeson
Company Secretary
23 November 2009
Notes
These notes form part of the Notice of Annual General Meeting.
Voting and Other Information
Entitlement to attend and vote
Pursuant to regulation 7.11.37 of the Corporations Regulations
2001 (Cwlth), the directors have determined that, for the
purposes of the Annual General Meeting (including voting
at the meeting), members are those persons who are the
registered holders of shares in the Company at 7.00 pm
(Melbourne time) on 21 December 2009.
Proxy votes
A member who is entitled to attend and vote at the Annual
General Meeting may appoint a proxy. A proxy can be either
an individual or a body corporate. A proxy does not need to be
a member of the Company. The appointment may specify the
proportion or number of votes the proxy may exercise.
If you appoint a body corporate as your proxy, that body
corporate will need to ensure that it:
· appoints an individual as its corporate representative
to exercise its powers at the meeting, in accordance
with section 250D of the Corporations Act 2001 (Cwlth)
("
Corporations Act"); and
· provides satisfactory evidence of the appointment of its
corporate representative prior to commencement of the
Annual General Meeting.
If satisfactory evidence of appointment as corporate
representative is not received before the meeting, then
the body corporate (through its representative) will not be
permitted to act as your proxy.
Any member who is entitled to cast two or more votes may
appoint not more than two proxies to attend and act for that
member at the Annual General Meeting and may specify the
proportion of votes each proxy is appointed to exercise. If a
member appoints two proxies and the appointment does not
specify the proportion or number of the member's votes each
proxy may exercise, each proxy may exercise half of those
votes.
If more than one proxy for a member is present at the Annual
General Meeting, none of them is entitled to vote on a show
of hands. If you require a second proxy form, please contact
the Company's Share Registry, Link Market Services, on:
1300 303 780 (for callers within Australia); or
+61 2 8280 7765 (for international callers).
To be effective, your completed proxy form must be received
at the Company's Share Registry, Link Market Services, by no
later than 48 hours prior to the commencement of the Annual
General Meeting.
The completed proxy form may be:
· Mailed/delivered to Link Market Services at:
Street address:
Postal address:
Level 12
Locked Bag A14
680 George Street
Sydney South
Sydney NSW 2000
NSW 1235
· Faxed to Link Market Services on +61 (0)2 9287 0309.
· Alternatively, go online at www.linkmarketservices.com.au
and register your proxy using the information detailed on
the proxy form.
A proxy form must be signed by the member or the member's
attorney. In the case of shares held jointly by two or more
persons, all joint holders must sign the proxy form.
Where a proxy is executed by an attorney, the power of
attorney or a certified copy of the power of attorney must
be received at the Company's Share Registry no later than
48 hours prior to the commencement of the Annual General
Meeting.
Powers of attorney may by sent by fax to the Company's Share
Registry, Link Market Services, on +61 (0)2 9287 0309.
Members who wish to appoint the Chairman of the meeting as
proxy to vote on their behalf may leave open their votes in the
hands of the Chairman. The Chairman of the meeting intends
to vote undirected proxies in favour of each resolution.
Corporate representatives
A body corporate which is a member may appoint an
individual as its representative to exercise any of the powers
the body may exercise at meetings of a company's members.
The appointment must comply with the requirements of
section 250D of the Corporations Act. The appointment may
be a standing one. Unless the appointment states otherwise,
the representative may exercise all of the powers that the
appointing body could exercise at the meeting or in voting on
a resolution.
The representative should bring to the meeting evidence of his
or her appointment, including any authority under which the
appointment is signed, unless it has previously been given to
the Company.
Voting Restrictions
The Company will disregard any votes cast on proposed
resolution 3 (Approval of issue to Managing Director under the
Incitec Pivot Performance Rights Plan) by:
· directors of Incitec Pivot; and
· associates of the directors of Incitec Pivot.
However, the Company need not disregard a vote if:
· it is cast by a person as proxy for a person who is entitled to
vote, in accordance with the directions on the proxy form; or
· it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction
on the proxy form to vote as the proxy decides.
Explanatory Notes
A. Annual reports
The Corporations Act requires the financial report, directors'
report and auditor's report to be laid before the meeting.
There is no requirement in the Corporations Act or the
Company's Constitution for members to vote on, approve
or adopt these reports. Members will have a reasonable
opportunity at the meeting to ask questions and make
comments on these reports and on the business, operations
and management of the Company.
The auditor is required to attend the meeting and will be
available to take members' questions and comments about
the conduct of the audit and the content of the auditor's
report. Members may submit written questions to the
auditor on these matters for response at the meeting. These
questions should be sent to the Company by mail to the
Company Secretary, Incitec Pivot Limited, GPO Box 1322,
Melbourne, Victoria, 3001 and must be submitted no later
than five business days before the meeting. The Company is
required by law to forward all questions to the auditor and
the auditor is required to prepare a list of questions that the
auditor considers are relevant to the conduct of the audit
and the content of the auditor's report. The auditor may omit
questions that are the same in substance to other questions
and questions that are not received in a timely manner. At
the meeting, the Chairman will give the auditor a reasonable
opportunity to answer the questions on the question list. The
list of questions prepared by the auditor will be available on
the Company's website (www.incitecpivot.com.au) prior to
the meeting. In addition, copies of the list of questions will
be available at the meeting.
The auditor will also be available to take members'
questions at the meeting regarding accounting policies
adopted by the Company in relation to the preparation of
the financial statements, the preparation of the auditor's
report and the independence of the auditor in relation to the
conduct of the audit.
B. Re-election of directors
Resolution 1:
The Company's Constitution provides that the directors may
appoint any person as a director. Pursuant to this, the directors
appointed Mr Graham Smorgon as a director of the Company
on 19 December 2008. The Company's Constitution provides
that a director appointed by the directors must retire at the
next annual general meeting of the Company and is eligible
for re-election at that meeting. Accordingly, Mr Smorgon
retires and, being eligible, offers himself for re-election.
Candidate
Mr Graham Smorgon, B.Juris LLB
Independent non-executive director, Member of the Audit and
Risk Management Committee
Mr Smorgon was appointed to the Board by the directors on
19 December 2008. Mr Smorgon is a non-executive director
of OneSteel Limited, Chairman of Smorgon Consolidated
Investments, the GBM Group and the Print Mint Group, a
Trustee of the Victorian Arts Centre Trust and Chairman of the
Victorian Arts Centre Foundation. His former roles include
Chairman of Smorgon Steel Group Limited, President of the
Carlton Football Club, Director of Fed Square Pty Ltd, Deputy
Chairman of Melbourne Health, Director of the Walter and Eliza
Hall Institute and partner of law firm Barker Harty & Co, where
he practised as a commercial lawyer for 10 years.
Recommendation
Mr Smorgon, who has a personal interest in the subject of this
resolution, has abstained from making a recommendation. The
directors, other than Mr Smorgon, unanimously recommend
that the members vote in favour of resolution 1.
Resolution 2:
The Company's Constitution provides that at each Annual
General Meeting, where the Company has three or more
directors, one third of the directors, excluding the Managing
Director, must retire from office and are eligible for re-election.
As the Company has 5 directors, excluding the Managing
Director, the Constitution requires that 1 director retire from
office. Accordingly, Mr Anthony Larkin retires and, being
eligible, offers himself for re-election.
Candidate
Mr Anthony Larkin, FCPA FAICD
Independent non-executive director, Chairman of the Audit and
Risk Management Committee, Member of the Health, Safety,
Environment and Community Committee
Mr Larkin was appointed as a director on 1 June 2003. He is a
non-executive director of Corporate Express Australia Limited,
Eyecare Partners Limited and Oakton Limited. Mr Larkin was
previously a non-executive director of OZ Minerals Limited,
Executive Director Finance of Orica Limited, Chairman of
Incitec Limited and Chairman of Ausmelt Limited. During his
career with BHP Limited, which spanned 38 years, Mr Larkin
held the position of Group Treasurer, as well as various senior
finance positions in its steel and minerals businesses and
senior corporate roles. From 1993 to 1997, he was seconded
to Foster's Group Limited as Senior Vice President Finance and
Investor Relations. Until early 2006, he was a Commissioner of
the Victorian Essential Services Commission.
Recommendation
Mr Larkin, who has a personal interest in the subject of this
resolution, has abstained from making a recommendation.
The directors, other than Mr Larkin, unanimously recommend
that the members vote in favour of resolution 2.
C. Approval of issue to Managing
Director under the Incitec Pivot
Performance Rights Plan
Background
The Incitec Pivot Performance Rights Plan (
"Plan") has
been created to align the interests of senior employees and
executives of the Company with those of the Company's
shareholders by rewarding senior employee and executive
performance in line with the creation of shareholder value.
Under the Plan, employees may be offered performance
rights. A performance right entitles the participating
employee to acquire an ordinary share in the Company for
no consideration at a later date subject to the satisfaction of
certain performance and service conditions. These conditions
focus on financial performance of the Company and include a
condition relating to duration of employment. The performance
conditions are measured by reference to Incitec Pivot's Total
Shareholder Return (
"Absolute TSR") for the performance
period 1 October 2009 to 30 September 2012. The Board has
adopted Absolute TSR as the performance measure for the
current performance period, as opposed to a TSR measure
relative to the TSR of the companies in the S&P/ASX 100
Index, because doing so seeks to ensure there is a direct link
between reward and returns to shareholders, thereby aligning
executives' performance with the creation of shareholder
value. Further, as the Company's two key business segments
are explosives and fertilisers, there is no logical comparator
group which would make a relative TSR measure appropriate,
and a more general comparator group, such as companies in
the S&P/ASX 100 index, would not ensure alignment between
executives' performance and value delivered to shareholders.
For the performance condition to be satisfied in full, Incitec
Pivot's TSR must be at least 20% per annum compounded
over the performance period. In setting this at 20%, the Board
considers it has established an aggressive target to promote
behaviour to achieve superior performance.
If, at the end of the performance period, the Company's:
· TSR is equal to or less than 10% per annum compounded
over the performance period, none of the performance
rights vest;
· TSR is between 10% and 20% per annum compounded
over the performance period, an increasing proportion of
the performance rights will vest from zero on a straight line
basis; and
· TSR is greater than 20% per annum compounded over the
performance period, all of the performance rights will vest.
The performance rights will not be quoted or transferable.
As no share is provided until exercise, performance rights have
no dividend entitlement.
There is no consideration payable on grant of the performance
right or on exercise of the performance right.
Performance rights will lapse if they are not exercised within
5 years from their grant date, if the performance conditions
are not satisfied or, in certain circumstances, if the employee
ceases to be employed during the performance period.
If the employee ceases to be employed on or before the end
of the performance period:
· due to death, total or permanent disability, retrenchment
or retirement, their performance rights will be decreased
pro-rata, based on the proportion of the performance period
that the employee was employed by a member of the
Incitec Pivot group, and will be tested at the end of the
performance period. The Board may, to the extent permitted
by law, determine that the performance period ends
when the employee ceases to be employed by a member
of the Incitec Pivot group. If the performance conditions
are satisfied at the end of the performance period, the
performance rights will vest;
· for any other reason, all their performance rights lapse,
unless the Board determines otherwise.
Employees will be entitled to exercise any performance rights
that have vested in the period from when they are notified
that the performance rights have become exercisable until
30 September 2014. This period may be reduced if the
employee ceases to be employed by a member of the Incitec
Pivot group. Under the terms of the Plan, the timing of giving
notice that performance rights become exercisable must be
consistent with the Company's securities trading policy.
Resolution 3:
In accordance with ASX Listing Rule 10.14, members are
being asked to approve the issue of performance rights, in
accordance with the terms of the Plan, to the Managing
Director & Chief Executive Officer, Mr James Fazzino. Details
of Mr Fazzino's remuneration package are included in the
remuneration report.
1
Details of performance rights
If this resolution is passed, the performance rights will
be issued to Mr Fazzino as soon as practicable following
the Annual General Meeting. The maximum number of
performance rights that may be issued to Mr Fazzino is
600,000. There is no consideration payable for the grant
of the performance rights or the exercise of them. Mr Fazzino
is eligible to participate in the Plan. Mr Fazzino's participation
in the Plan will be on the same basis as other senior
employees and executives.
Recommendation
Mr Fazzino, who has a personal interest in the subject of this
resolution, has abstained from making a recommendation. The
other directors recommend that members vote in favour of
resolution 3.
In making this recommendation the other directors consider
the Plan aligns the interests of Mr Fazzino with the creation
of shareholder value and that the Board has established an
aggressive performance measure to promote behaviour to
achieve superior performance.
D. Remuneration report
Resolution 4:
The remuneration report for the financial year ended
30 September 2009 is set out in the directors' report
contained in the Annual Report.
1
The remuneration report sets out in detail the Company's
policy for determining remuneration for directors and the
executives. It includes information on the elements of
remuneration that are performance based, the performance
hurdles that apply and the methodology used
to assess satisfaction of those performance hurdles.
The Corporations Act requires the business of the Annual
General Meeting to include a resolution in relation to the
remuneration report. This provides members with the
opportunity to comment and ask questions on the content of
the remuneration report, and exercise a vote for its adoption.
While the Corporations Act requires resolution 4 to be put to
a vote, the resolution is advisory only and does not bind the
directors or the Company.
1
The remuneration report is set out in the directors' report and forms part
of the 2009 Annual Report which will be sent to shareholders who have
elected to receive a printed version. An electronic version of the 2009
Annual Report will be available on the Company's website,
www.incitecpivot.com.au.
Incitec Pivot Limited
ABN 42 004 080 264
70 Southbank Boulevard,
Southbank Victoria 3006,
Australia
Postal address
Incitec Pivot Limited
GPO Box 1322,
Melbourne Victoria 3001,
Australia
T. + 61 3 8695 4400
F. + 61 3 8695 4419
www.incitecpivot.com.au
Spencer
Street
Station
SOUTH MELBOURNE
N
ST
ADIUM
DRIVE
Airport
20min
by CityLink
Telstra Dome
MCC
Crowne
Plaza
DORIAN ST
FORD ST
FREEWAY
CARPARK
Car Park Beneath
Freeway Viaduct
Enter via Munro St
CAR
PARK
ENT
RY
MELBOURNE CONVENTION CENTRE
AND RELATED DEVELOPMENT SITE
Directions to the Annual
General Meeting venue
The Annual General Meeting
will be held at:
The Auditorium, Level 2
Melbourne Exhibition Centre
2 Clarendon Street
Southbank, Victoria
on Wednesday, 23 December 2009
at 2:00 pm (Melbourne time).
The Melbourne Exhibition Centre
car park may be accessed from
Normanby Road.
Document Outline
- ASX Announcement Cover 231109 (NOM)
- ASX Announcement NOM 231109
|
Print Entire Page
