Sorprendentes consecuencias del proceso de acreci´on

Ian Burgess Chairman 66, AO, BSc, FRACI, FTSE, FAICD

Mr Burgess was appointed Chairman of the AMP Society in 1994 and to the board of the AMP Society in 1989. He is Chairman of CSR Limited, Deputy Chairman of WMC Limited, and a Trustee of the Walter and Eliza Hall Trust. Holds 7,010 Shares individually and 4,158 jointly.

George Trumbull Chief Executive Officer 53, BSc (Ec), MBA

Mr Trumbull joined the AMP Society in 1994.

As Chief Executive Officer, Mr Trumbull is responsible for all the activities of AMP. He is a member of the Business Council of Australia and in 1998, became Chairman of the

International Insurance Society. Before joining AMP, Mr Trumbull worked for the American insurance company CIGNA for 24 years. He held a number of senior executive positions there – the last of which was President of CIGNA Individual Insurance. He was a director of MBIA from 1988 to 1994. Holds 15,896 Shares.

Kerry Roberts Deputy Managing Director 60, FIA, FIAA, FAII, ASA, FAICD, FAIM

Mr Roberts joined the AMP Society in 1954 and was appointed to its board in 1997. He has held numerous senior positions within AMP – the most recent being Chief General Manager, Finance and Chief Actuary. Mr Roberts has announced his intention to retire as an AMP employee and as a Director on 31 July 1998.

The Board has indicated its intention to ask Mr Roberts to rejoin the Board as a non-executive Director at its meeting in August 1998.

Holds 4,728 Shares and a further 2,043,637 Shares non-beneficially as a trustee of two superannuation plans.

Malcolm Bates63, MSc, FCIS, FRAeS, CIMgt

Appointed to the Board in 1998. He is Chairman of AMP (UK) plc and Pearl Group Limited.

He is also Chairman of Premier Farnell plc and Business in the Arts (UK). Mr Bates is a director of BICC plc and Wavetek Corporation (USA). Mr Bates is also a member of the Industrial Development Advisory Board (UK) and Governor of the University of Westminster.

Holds 157 Shares.

Adrienne Clarke60, AO, BSc (Hons), PhD, FTSE, FAA

Appointed to the board of the AMP Society in 1994. Professor Clarke is Professor in the School of Botany and director of the Plant Cell Biology Research Centre, University of Melbourne. She is also a director of Woolworths Limited, Tridan Limited, WMC Limited and AMRAD Limited.

Holds 133 Shares.

Tim Crammond60, FCA (UK), FAICD

Appointed to the board of the AMP Society in 1996. Mr Crammond is Chairman of the Australian and NZ investment banking activities of ABN AMRO Australia Limited. Holds 142 Shares.

Carolyn Hewson42, BEc (Hons), MA, FAICD

Appointed to the board of the AMP Society in 1996. Ms Hewson is a director of CSR Limited, The Australian Gas Light Company and South Australian Water Corporation, and Vice President of the YWCA of Sydney. Holds 2,259 Shares.

Bruce R. Kean65, AM, DipChemE, FIEAust, FAICD, FIDUK, FRSA, FTSE

Appointed to the board of the AMP Society in 1989. Mr Kean is Chairman of the Committee for Economic Development of Australia. He is also a director of Pirelli Cables Australia Limited, Capral Aluminium Limited and Australian Submarine Corporation Pty Limited. Holds 397 Shares and a beneficial interest in a further 1,453 Shares.

John Utz69, AC, FAICD, FAIM

Appointed to the board of the AMP Society in 1982. Mr Utz is Chairman of Rothmans Holdings Limited and a director of Rothmans International BV, Alcatel Australia Limited and Crown Limited.

Holds 9,384 Shares and a further 2,192,522 Shares non-beneficially on behalf of two AMP staff superannuation plans.

Stan Wallis58, AO, BCom, Hon LLD (Monash), FCPA, FAIM

Appointed to the board of the AMP Society in 1990. Mr Wallis is Chairman of Coles Myer Ltd and Amcor Limited, and a director of Australian Foundation Investment Co Limited and

Melbourne Business School, University of Melbourne. He is President of the Business Council of Australia, and is the former Chairman of the Committee of Inquiry into the Australian Financial System. Holds 209 Shares.

Directors and Key Executives

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Rod Wylie70, OBE, BA, BCom, FCA

Appointed to the board of the AMP Society in 1986. Mr Wylie is Chairman of Pauls Limited and Thiess Contractors Pty Limited, and Chairperson of the Queensland Competition Authority. He is Deputy Chairman of Leighton Holdings Limited and a director of Queensland Alumina Limited.

Holds 910 Shares.

Subject to the Corporations Law, the mandatory retiring age for Directors is 72.

Directors’ remuneration

During 1997 the Directors of the AMP Society received (in their capacity as Directors) remuneration of A$882,000, retirement benefits of A$789,000 and no benefits in kind. AMP estimates that the total remuneration and benefits in kind payable to Directors (in their capacity as Directors) for the 1998 year will not exceed A$1.2 million.

The retirement benefits of the Directors in respect of their service with AMP Limited (and its related corporations) were approved at a general meeting of the initial Shareholders of AMP Limited on 1 January 1998, under section 237 of the

Corporations Law. These benefits are on terms no more favourable to the Directors than the benefits approved at the general meeting of AMP Society on 24 May 1989.

The aggregate maximum sum payable to Directors (in their capacity as Directors) is fixed by ordinary resolution of a general meeting of Shareholders. At present, the maximum aggregate remuneration payable (excluding retirement benefits) is A$1.2 million.

Corporate governance

AMP Limited has a number of corporate governance practices in place, implemented by five committees of the Board: Audit, Compliance, Finance and Investment, Human Resources and Committee on Directors.

A person is not eligible to be elected or appointed as a Director on or after the Listing Date unless they hold at least 2,000 Shares in their own name. The Articles of Association contain a continuing requirement for such Directors to hold at least 2,000 Shares (increasing to at least 5,000 Shares two years after they are

elected or appointed). Directors elected or appointed before the Listing Date must hold at least 2,000 Shares in their own name within six months (and at least 5,000 Shares within two years) after the Listing Date.

Chief Executive Officer

In 1994, following an international search, AMP recruited a new Chief Executive Officer (“CEO”).

Under his Executive Service Agreement, which expires on 31 December 2000, the CEO:

• is employed as CEO and appointed as a member of the Board;

• receives annual base remuneration of not less than A$1.325 million;

• is eligible for awards and payments under AMP’s annual and long-term incentive plans (plus superannuation benefits); and

• is granted rights (according to the schedule below) to acquire fully paid Shares at no monetary cost to him as part of his total remuneration and incentive package.

The CEO has up to one year after he stops being employed by AMP to exercise these rights subject to meeting agreed time and performance conditions.

Schedule of the CEO’s rights to Shares

• 300,000 upon listing of AMP Limited;

• 100,000 at 31 December 1998 if the CEO is an AMP employee, and a further 100,000 at that time if certain financial, expense, revenue, human resources and other results are achieved to the Board’s satisfaction; and

• further rights to Shares will vest if the CEO meets performance objectives to be agreed with the Board, as follows:

Rights to Shares Vesting date

100,000 30 June 1999

100,000 31 December 1999

300,000 31 December 2000

The CEO may exercise these rights only if AMP Limited is admitted to the Official List of the ASX on or before 31 December 1998 and at the dates set out above, the CEO is employed by AMP.

More information

The IOM (Sections 11 and 18) contains further details about the qualifications, previous experience and remuneration of AMP’s key executives, the respective powers of the Board and Shareholders and the rules relating to appointment and retirement of Directors.

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Employee Option and Share Plans On 25 March 1998, the Board adopted Employee Option and Share Plans (“Employee Plans”) designed to:

• align the interests of AMP employees with the interests of Shareholders – by linking rewards with Shareholder returns;

• support AMP’s programme to be an

“Employer of Choice”; and

• recognise contributions to the overall performance of AMP.

Any person who is a Director at the date an Employee Plan starts (other than a person acting solely as an alternate Director) may not

participate in the Employee Plan.

The Employee Plans allow AMP Limited to grant options over Shares and issue Shares up to a maximum of 7.5% of the issued capital of AMP Limited measured at any time over the previous five years. It is currently estimated that

approximately 32.2 million options over Shares will be issued under the Employee Plans at or about the Listing Date. If all of these options were exercised, this would represent

approximately 3.1% of the total current issued capital of AMP Limited at Listing Date. However, AMP Limited reserves the right to issue further options and Shares before Listing Date.

The Human Resources Committee of the Board (“HR Committee”) has the responsibility to determine eligibility and the terms and conditions from time to time for each offer or grant made under an Employee Plan. The HR Committee may suspend or terminate any Employee Plan at any time – provided it does not affect or prejudice the existing rights of participants.

Any amendment to any of the Employee Plans must be submitted to Shareholders for approval in accordance with the ASX Listing Rules.

Options granted under the Employee Plans will not be quoted. However, AMP Limited will apply for quotation of Shares issued on the exercise of options, and Shares issued under the Employee Plans.

There are three categories of Employee Plans – Share Plans, Option Plans and the Performance Share and Option Plan.

Share Plans

There are three Share Plans – the Reward Share Plan, the Access Share Plan and the UK ShareSave Scheme.

AMP’s key executives

The key executive team has been substantially reorganised and many new senior executives have been recruited.

George Trumbull – refer to pages 29 and 30.

Kerry Roberts – refer to page 29.

Paul Batchelor joined AMP in 1997 as Chief Financial Officer.

He was previously the Chief Financial Officer of Colonial Limited, and prior to that an adviser to government and business. He has held senior positions at National Mutual Royal Bank and MLC Life on secondment while a partner in Touche Ross & Co.

Peter Corrigan joined AMP in 1997 to be Managing Director of the global General Insurance business. He previously held the position of Deputy Managing Director and Chief Financial Officer of Zurich Australia Insurance.

Greg Cox joined AMP in 1998 and is Group Executive of Human Resources globally. He was with Kraft Foods Inc for 27 years where he held a variety of senior human resources positions in Australia, the US, Canada and Europe.

Dugald Eadie is the Managing Director of Henderson. He was appointed as Managing Director of Henderson Pension Fund Management in 1994.

Ray Greenshields joined AMP in 1967. In January 1998, Mr Greenshields was appointed Managing Director, AMP Financial Services.

Peter Hodgett joined AMP in 1985. He is AMP’s Chief Actuary and the Appointed Actuary of AMP Life. He previously spent eight years in the UK Government Actuary’s Department.

David Hoffman a partner with Andersen Consulting, has been on secondment as General Manager of AMPlus, since 19 December 1996.

Richard Surface joined AMP in 1995 as Managing Director of both AMP (UK) plc and Pearl. Mr Surface was previously General Manager, Corporate Development and Managing Director of Sun Life International.

Andrew Threadgold joined AMP in 1993 and is Managing Director of AMP Asset Management. He was previously the Chief Executive and Director of Securities Investment at Postel Investment Management Limited in London.

Gary Traill joined AMP in 1995. As General Counsel he is responsible for legal, corporate secretariat, communications, compliance, and government relations.

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These Share Plans have been developed to take account of taxation laws, and to give employees flexibility when buying Shares, as to whether they wish to: hold those Shares for at least three years, with consequent tax benefits for Australian residents (under the Reward Share Plan); have the ability to sell the Shares at any time after 30 days (under the Access Share Plan); or have the ability (under the UK ShareSave Scheme) to acquire Shares after three years.

The Reward Share Plan and the Access Share Plan give employees the opportunity to acquire Shares at a 5% discount to the weighted average market price per Share of all Shares sold on the ASX during the one week period before the date of acquisition. The employee must be an eligible employee on both the invitation date and the date of acquisition of the Shares.

Employees will not be permitted to sell or deal with Shares acquired under the Reward Share Plan within three years from the time of acquisition – unless they cease to be an employee, in which case the Shares can be sold. AMP Limited will grant one free Share (known as a “Reward Share”) for every 10 Shares bought which the employee holds for at least three years (subject to a maximum of 100 Reward Shares in any given year).

The UK ShareSave Scheme will be submitted for approval to the UK Inland Revenue and is available only to employees resident in the UK.

The UK ShareSave Scheme involves a form of payroll savings. Eligible employees who wish to purchase Shares contribute a monthly amount to a savings account. When the account matures, the funds in the account (plus interest) may be used to buy Shares within the next six months.

The acquisition cost of Shares will be 95% of the market value of Shares (as agreed with the UK Inland Revenue) at a date shortly before the start of the savings period, determined by the HR Committee. The funds may be used to buy Shares before the account matures in specified

circumstances including if a participant dies, ceases to be employed by AMP because of injury, redundancy or retirement, or if there is a takeover, winding-up or scheme of arrangement entered into in respect of AMP Limited. Participants will be issued one free Share for every 10 Shares they buy under this Scheme (up to a maximum of 100 Shares in any given year).

Option Plans

The Board has adopted two Option Plans – the Employee Option Plan and the Executive Option Plan.

No consideration is payable by employees on the

grant of options. The exercise price for the initial grant at Listing is the Base Price. For all other grants the HR Committee is able to grant a 5%

discount to the weighted average market price per Share of all Shares sold on the ASX during the one week period immediately before the grant is made. Special rules apply to the granting of options to employees who reside in the UK which, in appropriate cases, will require the approval of the tax authorities to the exercise price. Each option will confer the right to subscribe for, and be issued, one Share – subject to adjustment if the share capital of AMP Limited is reconstructed, such as by a share split.

The HR Committee determines: eligibility to participate in the Option Plans (based, in the case of the Executive Option Plan, on the

recommendation of the Chief Executive Officer);

and the number of options to be granted.

Options may be exercised between three and five years after the date they are granted – as long as any applicable exercise conditions are met.

Participants can exercise their options early (within a period set by the HR Committee) if: a successful takeover bid is made for AMP Limited; there is a court-sanctioned compromise or arrangement of AMP Limited; AMP Limited is to be delisted; or Shareholders sanction a sale of the major undertaking of AMP Limited.

Approximately 31.8 million options will be granted under the Option Plans at or about the time of Listing. If all of these options were exercised, this would represent approximately 3.1% of the total current issued capital of AMP Limited at Listing.

Performance Share and Option Plan This Employee Plan is intended to reward outstanding achievement, retain senior executives, or allow conversion of grants under the long-term incentive plan into options or Shares.

The HR Committee determines (on the recommend-ation of the Chief Executive Officer) which

executives are to receive offers and the number of options or Shares they will be offered under this Employee Plan. Invitations may be extended to executives who reside outside Australia.

Options granted under this Employee Plan may be exercised so long as the relevant exercise conditions are met. They may have a nil exercise price. Approximately 355,000 options will be granted under this Employee Plan at or about the time of Listing. If all of these options were exercised, this would represent approximately 0.03% of the total current issued capital of AMP Limited at Listing.

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Financial Information

Pro-forma Financial Information Dividend Policy

Prospects

Investigating Accountant’s Report

How has AMP

In document Cosmología no estándar: presente y futuro del Universo (página 92-96)