Capítulo 3. Aplicación web. Test de Felder & Soloman
3.2 Implementación
3.2.3 Creación de la aplicación web
3.2.3.2 Test
Related party disclosures relating to key management personnel are set out in Note 27.
Aggregate amounts of each of the above types of other transactions with key management personnel of
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30. Share based payment plans AHG Performance Rights Plan
The AHG Performance Rights Plan (Plan), approved by Shareholders on 29 November 2007, awards eligible senior executives of the Company, as determined by the Board from time to time, with rights to acquire shares in the Company (Rights). The vesting of these Rights will be subject to certain specific performance criteria. Summary of the terms of the Plan are as follows:
Type of Plan
Awards under the Plan will be structured as Rights to acquire ordinary shares in the Company for nil consideration, provided specified performance criteria decided by the Board are met within defined time restrictions.
The Plan rules allow participation by any executive director of the Company and other senior executives of the Company deemed to be eligible by the Board. Awards under the Plan will be expressed as a number of Rights to acquire a certain number of ordinary shares in the Company (generally one share for every Right).
Purchase Price
Plan participants will not be required to pay any amount in respect of the award of the Rights or on acquisition of the shares pursuant to the exercise of Rights.
Number of Rights to be Issued
The Board will determine the number of Rights to be granted to each participant through an assessment of market remuneration practice, performance against budget and in line with the Company‟s executive remuneration strategy. The number of Rights to be awarded to eligible executives is based on the 5 day volume weighted average share price. The Board will call on recommendations from the Remuneration and Nomination Committee.
Vesting
Subject to certain performance criteria being satisfied (see below) Rights will vest on 30 September each year (after the finalisation of the Company‟s yearly audited financial statements) during the applicable performance period. In the normal course, the exact number of Rights that will vest will be determined by reference to whether the performance criteria have been achieved.
The Board has retained discretion under the Plan to permit variations to the terms on which Rights are issued (including to permit early vesting of the Rights) in some limited circumstances, particularly where a “cessation event” or “change of control” event occurs. “Cessation events” include (among other things) the death, retirement or redundancy of a participant. “Control” has the meaning given to it in section 50AA of the Corporations Act 2001.
Performance Criteria
Performance criteria will be designed to align the performance of senior executives with the interests of shareholders. While performance hurdles will be determined by the Board at its discretion, TSR has been used as a measure of performance for executive directors and achievement to budget for operations executives.
TSR will be determined on the basis of the total shareholder return (including dividends) during the relevant performance period.
The issue of Performance Rights under a Long Term Incentive Scheme (“LTI”) to AHG‟s Managing Director, Bronte Howson, was approved by shareholders at the Group‟s AGM on 16 November 2012. These Performance Rights have been issued in accordance with AHG‟s existing Performance Rights Plan.
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30. Share based payment plans (continued) AHG Performance Rights Plan (continued)
LTI
This is the monetary value of Performance Rights to be issued on the following basis:
• Subject to shareholder approval at the AGM (received 16 November 2012).
• Issued under the rules of the AHG Performance Rights Plan.
• Based on performance assessed over a three year vesting period (FY2013, FY2014 and FY2015) against measures approved by the Board with no subsequent re-testing.
• Performance Rights granted prior to departure can be retained post departure subject to compliance with service agreement terms including non-compete restrictions.
• For FY2013 the Performance Rights will vest subject to performance achieved against a relative Total Shareholder Return (TSR) hurdle (50% weighting) and an Earnings per Share (EPS) compound annual growth rate (50% weighting), the details of which are outlined below.
Company’s TSR relative to Peer Group
(refer Remuneration Report for details) Vesting outcome of TSR portion of grant
< 50th percentile Nil
At 50th percentile 25% vesting
> 50th percentile but ≤ 75th percentile Progressive / pro rata from 25% to 100%
≥ 75th percentile 100% vesting
Compound annual EPS growth performance
(baseline FY12 Operating EPS of 24.6 cents) Vesting outcome of EPS portion of grant
< 7 % pa Nil
At 7% pa 25% vesting
7% pa up to 10% pa Progressive / pro rata from 25% to 100%
At or above 10% pa 100% vesting
Cap
The aggregate number of shares subject to outstanding Rights (that is, Rights that have not yet been exercised and that have not lapsed) that have been awarded under all of the Company‟s equity incentive plans will not exceed 5% of the issued share capital.
LTI Issue Value
Vesting of the Managing Director‟s FY2013 Performance Rights (as approved by shareholders at the 2012 AGM) is based on achievement of performance criteria measured across three financial years to 30 June 2015. Those Rights that do vest will be issued during the year ended 30 June 2016. The value of the Managing Director‟s LTI for 2013 is $0.667 million. The amount is represented by 336,700 Performance Rights at an issue value of $1.98 per Right. The issue value was calculated by independent consultants PricewaterhouseCoopers („PwC‟) using a Black-Scholes option price model and is based around AHG‟s share price at 1 July 2012. This and other model inputs to the valuation methodology are disclosed below.
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30. Share based payment plans (continued)
Accounting Fair Value of Performance Rights granted 1. TSR component
The assessed fair value at grant date of the LTI is $1.62 per share (2012: Nil). The fair value at grant date is independently determined using a Monte Carlo simulation model that takes into account the issue price, the vesting term of the shares, the impact of dilution, the share price at grant date, the expected volatility, the expected dividend yield and the risk free interest rate.
2. EPS component
The assessed fair value at grant date of the LTI is $2.61 per share (2012: Nil). The fair value at grant date is independently determined using a Black-Scholes pricing model that takes into account the vesting term of the share, the impact of dilution, the share price at grant date and the expected dividend yield.
The model inputs for the LTI granted during the year ended 30 June 2013 included:
(a) Rights are granted for no consideration and vest 50:50 based on i) AHG‟s TSR ranking within a peer group of 20 selected companies over a three year period; and ii) AHG‟s EPS growth rate.
(b) Performance assessment start date: 1 July 2012 (c) Issue value (1 July 2012, calculated by PwC): $1.98
(d) Grant date: 16 November 2012 (AGM)
(e) Expiry date: 30 June 2015
(f) Share price at grant date (AGM): $3.25 (g) Expected price volatility of AHG‟s shares: 42%
(h) Expected dividend yield: 7.50%
(i) Risk-free interest rate: 3.50%
The expected price volatility is based on the historic volatility of the Company.
Total expenses arising from share-based transactions recognised during the period as part of employee benefits expenses were $237,373 (2012: $733,334) related to the Performance Rights. The maximum grant-date-assessed value of the FY2013 LTI is $712,120 over three years.
The FY2010 LTI for the Executive, Strategy and Planning is a cash-settled transaction and does not come under the terms of the Performance Right plan and therefore is not included within the share-based transactions expense. The LTI for the Executive, Planning and Strategy will vest on 30 September 2013 and the amount to be paid will be $175,600 (of which $100,000 was expensed between FY2011 and FY2012) based on 88% achievement of the performance criteria. These performance criteria were the same TSR-related criteria applied to the Managing Director‟s FY2009 LTI which vested on 30 September 2012.
Total share-based payments expense is $237,373 (2012: $666,667).