Executive Compensation

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For Sunan Pty Ltd to have a successful float, a detailed and well thought out compensation governance needs to be developed. The following recommendations have been built create a compensation package to help maximise shareholder interest for Sunan Pty Ltd.

PRINCIPLES OF REMUNERATION

Remuneration packages should be created to attract executives capable of motivating people, communicating a vision, and leading a company to success to achieving

long-term shareholder value

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Remuneration packages should reward success over short and long term periods with an emphasis on the long term

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Remuneration packages should be fair to all stakeholders of the business

REMUNERATION COMMITTEE

The determination of executive’s compensation packages should be handled by a committee composed of fully independent directors.

Remuneration committee members should have ability to exercise independent judgement while being able to balance the long term shareholder interests with the need to attract, motivate and retain executives. To make sure there is a good balance the committee must consider the committee members and how the committee works.

Selecting Committee members

In selecting the committee members, Sunan Pty Ltd should consider the following:

• Diversity of professional backgrounds and if possible include members who specialise in executive compensation.

• There should be nothing less than 66% non CEO representation on the board.

• Mr Sonny Sunan should not be part of the board to make the board fully independent.

Mr Sonny Sunan should not be part of the selection of members who serve on the remuneration committee to keep it fully independent.

Role of the Committee

The role of the committee is to:

• Oversee Sunan Pty Ltd remuneration policies

• Recommend incentive based compensation and equity based plans to the board.

• Review and recommend salary packages to attract and retain senior management.

• Conduct annual performance evaluation and recommend a package or remuneration.

< http://www.ventracor.com/investor/corpgov/Remuneration%20Committee_Sept03.pdf>

TYPES OF CONPESATION PACKAGES

I recommend an executive compensation program which includes a base salary performance bonuses and long-term incentives in the form of stock options. The stock options should have restrictions on them in which they can only be sold once certain conditions are met. This encourages the interests of both executives and shareholders to be aligned.

Some options the committee could implement may be:

Share ownership

The remuneration committee should make it a requirement that executives maintain a large equity investment in Sunan Pty Ltd. Stock ownership guidelines should be put in place to align the interests of the executives with the shareholders. The committee should make it mandatory that executives hold a significant amount of the company’s stock.

Short term incentives

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