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ASX Notice of Annual General Meeting - 29 September 2005

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					Notice of Annual General Meeting 2005
              THURSDAY 29 SEPTEMBER 2005

                    ASX THEATRETTE
                STOCK EXCHANGE CENTRE
                  530 COLLINS STREET
                      MELBOURNE
Notice of Annual General Meeting 2005


The Australian Stock Exchange Limited (“ASX” or “the Company”) will
hold its 18th Annual General Meeting at 11.00am (Melbourne time) on
Thursday 29 September 2005 at the ASX Theatrette, Stock Exchange
Centre, 530 Collins Street, Melbourne.

Business
ASX’s financial statements and reports
1. To receive and consider/discuss the financial report, directors’ report
   and auditor’s report for ASX and its controlled entities for the year
   ended 30 June 2005.

SEGC financial statements and report
2. To receive the financial statements and auditor’s report for the
   National Guarantee Fund for the year ended 30 June 2005.

Remuneration Report
3. To consider and, if thought fit, to pass the following ordinary
   resolution.
  That the Remuneration Report be adopted.
The Remuneration Report is set out on pages 51 to 63 of the 2005
annual report. Please note that the vote on this resolution is advisory
only, and does not bind the directors or ASX.

Election of directors
To consider and, if thought fit, to pass the following ordinary
resolutions.
4. That Russell A Aboud is elected as a director of ASX.
5. That Maurice L Newman, who retires by rotation is re-elected as
   a director of ASX.
6. That Trevor C Rowe, who retires by rotation is re-elected as a director
   of ASX.

ASX Long-term Incentive Plan
7. To consider and if thought fit, to pass the following ordinary
   resolution.
  That the grant of performance rights to acquire shares in ASX,
  and the issue or transfer of shares in ASX, under the ASX Long-term
  Incentive Plan, the principal terms of which are set out in the
  Explanatory Notes, is approved for all purposes including for the
  purpose of listing rule 7.2 exception 9 (as an exception to listing
  rule 7.1).

Managing Director’s Participation in the ASX
Long-term Incentive Plan
8. To consider and, if thought fit, to pass the following ordinary
   resolution.
  That the grant of performance rights to acquire shares in ASX, and
  the issue or transfer of shares in ASX, to Mr Anthony D’Aloisio under
  the ASX Long-term Incentive Plan as described in the Explanatory
  Notes is approved for all purposes including for the purpose of listing
  rule 10.14.




Maurice L Newman AC
Chairman
26 August 2005




                                                                             1
Proxies and Voting                                                               Voting exclusion
                                                                                 ASX will disregard any vote cast on resolution 7 or resolution 8 by
Eligibility to vote                                                              Mr Tony D’Aloisio and any of his associates unless the vote is cast by:
For the purposes of determining entitlement to vote at the meeting,              • A person as proxy for a person who is entitled to vote, in accordance
ASX shares will be taken to be held by the people registered as holders            with the directions on the proxy form; or
at 7.00pm (Melbourne time) on Tuesday, 27 September 2005.
                                                                                 • By the person chairing the meeting as proxy for a person who is
Appointing a proxy                                                                 entitled to vote, in accordance with a direction on the proxy form
If you are entitled to attend and vote at the meeting, you can appoint             to vote as the proxy decides.
a proxy to attend and vote on your behalf. A personalised proxy form             Webcast and your privacy
is included with this notice of meeting. A proxy need not be a shareholder
of ASX and may be an individual or a body corporate.                             Attendees at the meeting will be video recorded and the tapes may
                                                                                 be viewed at the discretion of ASX for security purposes. A live audio
If you are entitled to cast two or more votes, you may appoint two proxies       webcast of the meeting will be available on the website at
and may specify the proportion or number of votes each proxy is                  www.asx.com.au
appointed to exercise. If you do not specify a proportion or number, each
proxy may exercise half of the votes. If you require a second proxy form,
please contact ASX Perpetual Registrars on (02) 8280 7111.
                                                                                 Explanatory Notes
                                                                                 These Explanatory Notes have been prepared to assist shareholders
Lodging your proxy form                                                          to understand the business to be put to shareholders at the annual
You can lodge your completed proxy form by:                                      general meeting.
• Mailing it to ASX Perpetual Registrars using the reply paid envelope;          ASX’s financial statements and reports and
• Posting it to Locked Bag A14, Sydney South, Sydney NSW 1235;                   shareholder questions
• Lodging it online at ASX Perpetual Registrars’ website,                        The financial report, directors’ report and auditor’s report for ASX for
  www.asxperpetual.com.au. You will be taken to have signed your                 the year ended 30 June 2005 will be laid before the meeting. There is no
  proxy form if you lodge it in accordance with the instructions on              requirement for shareholders to approve those reports. However, the
  the website;                                                                   Chairman will allow a reasonable opportunity for shareholders to ask
• Faxing it to (02)9287 0309 or to + 61 2 9287 0309 (from outside                questions or make comments about those reports and the management
  Australia); or                                                                 of ASX. Shareholders will also be given a reasonable opportunity to ask
• Hand delivering it to Level 8, 580 George Street, Sydney NSW 2000.             the auditor questions about the conduct of the audit and the
                                                                                 preparation and content of the auditor’s report.
Your completed proxy form (and any necessary supporting
documentation) must be received by ASX Perpetual Registrars no later             In addition to taking questions at the meeting, written questions to the
than 11.00am (Melbourne time) on Tuesday, 27 September 2005.                     Chairman about the management of ASX, or to ASX’s auditor about:
If the proxy form is signed by an attorney, the original power of                • The preparation and content of the auditor’s report;
attorney under which the proxy form was signed (or a certified                    • The conduct of the audit;
copy) must also be received by ASX Perpetual Registrars by 11.00am               • Accounting policies adopted by ASX in relation to the preparation
(Melbourne time) on Tuesday, 27 September 2005 unless it has been                  of the financial statements; and
previously provided to ASX Perpetual Registrars.
                                                                                 • the independence of the auditor in relation to the conduct of the audit,
If you appoint a proxy, you may still attend the meeting. However, your            may be submitted no later than Thursday, 22 September 2005 to:
proxy’s rights to speak and vote are suspended while you are present.
                                                                                   The Company Secretary
Accordingly, you will be asked to revoke your proxy if you register at
                                                                                   Australian Stock Exchange Limited
the meeting.
                                                                                   Exchange Centre
How the Chairman will vote undirected proxies                                      Level 9, 20 Bridge St
                                                                                   Sydney NSW 2000
The Chairman intends to vote undirected proxies in favour of all of the
                                                                                   Facsimile: (02) 9227 0480
resolutions. ASX encourages all shareholders who submit proxies to
                                                                                   Email: company.secretariat@asx.com.au
direct their proxy how to vote on each resolution.
                                                                                 You may also submit questions via ASX’s website,
Attending the meeting                                                            www.asx.com.au/about/shareholder/index.htm
If you attend the meeting, please bring your personalised proxy form             Copies of the questions received and answers to the questions will
with you. The bar code at the top of the form will help you to register.         be available at the meeting and posted on ASX’s website.
If you do not bring your form with you, you will still be able to attend
the meeting but representatives from ASX Perpetual Registrars will               SEGC financial statements and reports
need to verify your identity.                                                    Securities Exchanges Guarantee Corporation Limited (“SEGC”) is the
You will be able to register from 10.00 am (Melbourne time) on the               body responsible for administration of the National Guarantee Fund
day of the meeting.                                                              (the “Fund”). The operation of SEGC and the Fund is governed by the
                                                                                 Corporations Act and SEGC’s constitution.
Corporate shareholders
                                                                                 The assets of the Fund are the property of SEGC but are held on trust
Corporate shareholders who wish to appoint a representative to attend            for purposes set out in the Corporations Act.
the meeting on their behalf must provide that person with a properly
                                                                                 The Corporations Act requires SEGC to cause a copy of the audited
executed letter or other document confirming that they are authorised
                                                                                 financial statements of the Fund to be laid before the annual general
to act as the company’s representative. The authorisation may be
                                                                                 meeting of ASX.
effective either for this meeting only or for all meetings of ASX.




                                                                             2
Remuneration Report                                                            Maurice L Newman AC FSIA, FSDIA, age 67
The remuneration report of the Company for the financial year ended             Term of Office: Director since October 1990. Chairman since
30 June 2005 is set out in the Director’s Report on pages 51 to 63 of          October 1994.
the Annual Report to Shareholders 2004/05 (“Remuneration Report’”)             Independent: Yes
and is also available on ASX’s website at www.asx.com.au/about/
                                                                               ASX Board Committee membership:
shareholder/index.htm.
                                                                               Chairman of Nomination and Remuneration Committee and
The Remuneration Report sets out ASX’s remuneration arrangements               Chairman’s Committee.
for the Managing Director, executives and non-executive directors.
                                                                               External Directorships:
A reasonable opportunity will be provided for discussion of the
                                                                               Chancellor of Macquarie University
Remuneration Report at the meeting. In addition, the Corporations Act
requires that resolution 3, to adopt the Remuneration Report, be put to        Director of the Queensland Investment Corporation
the vote. However, the vote on this resolution is only advisory and does       Chairman of Tourism New South Wales, Sydney Convention & Visitors
not bind the Company or its directors.                                         Bureau, the Australian Government’s Financial Sector Advisory Council,
                                                                               the Taronga Foundation and the Australian Fathers’ Day Council
Election of directors                                                          Co Chairman of Singapore Australia Business Alliance Forum
Resolutions 4, 5 and 6 relate to the election of directors.                    Advisor to the Marsh Group of Companies
Russell Aboud was appointed as a director from 1 July 2005, following          Member of the Business Council of Australia’s Chairmen’s Panel
the Board’s decision to increase the size of the Board from 8 to 9             Patron of CEDA
directors. Under the listing rules and ASX’s constitution a director who
is newly appointed must stand for election at the next annual general          Skills, experience and expertise: Mr Newman brings vast experience
meeting. Accordingly, Russell Aboud offers himself for election.               to ASX, being able to draw from many years’ involvement in corporate,
                                                                               professional and public sector activities. His 40-year career in the
Also, under the listing rules and ASX’s constitution, a director must          financial services industry culminated in his role as Executive Chairman
not hold office without re-election past the third annual general               of Deutsche Bank Group in Australia and New Zealand from 1985 to 1999.
meeting following the director’s appointment or three years, whichever
is longer. A director who retires in accordance with these requirements        Mr Newman chaired ASX during its successful transition from a mutual
is eligible for re-election.                                                   organisation to a listed, for-profit company, the first stock exchange in
                                                                               the world to achieve this. Under his stewardship ASX has successfully
Accordingly, Maurice Newman and Trevor Rowe each retire at the                 delivered record profits and increased dividends, and ensured that the
end of the meeting and offer themselves for re-election.                       potential for future profitability is maximised through the continuous
ASX selects Board members for their knowledge of and familiarity               improvement of its trading, clearing and settlement services and expanded
with financial markets, their judgement and experience with relevant            product offerings. Mr Newman has been influential in having policies
stakeholder groups and their individual contribution to the Board’s            adopted which enhance Australia’s competitiveness in financial
ability to function efficiently and with integrity. Over the last few           services, which add to its attractiveness as a venue for domestic and
years, the Board’s focus has been on achieving progressive renewal             global investment. He is respected on all sides of politics.
whilst maintaining stability and retaining experience and guidance.            Mr Newman’s experience has served ASX well in its dealing with
The Board will continue to renew its membership to ensure the                  customers. His career in financial markets experience has given him
appropriate pool of skills and experience is maintained and to                 a good understanding of the underlying drivers of ASX’s business that
oversee the next phase of growth.                                              have brought it to its present strong position, and which will shape
A brief description of each candidate follows.                                 its future.
Russell Aboud MBBS (Syd) Age 48                                                The Board acknowledges Mr Newman’s length of service as chair, but
                                                                               has unanimously asked him to offer himself for re-election to ensure the
Term of Office: Appointed 1 July 2005                                           continued stability of ASX as it undergoes the change in management
Independent: Yes                                                               and Board refreshment of Board composition.
External Directorships: Chairman, Ord Minnett Limited
                                                                               Trevor C Rowe AM FCIS, FAICD, ACPA, age 62
Skills, experience and expertise: Mr Aboud is ASX’s most recent
appointee. He retired from an executive capacity with UBS Group in             Term of Office: Director since July 2002
2003. Recently he was appointed as non–executive chairman of Ord               Independent: Yes
Minnett and a senior adviser to JP Morgan Australia Limited. He has
                                                                               ASX Board Committee membership:
extensive knowledge and experience in the international financial
                                                                               Member of the Audit and Risk Committee
services industry and securities markets gained over 20 years. He has
held various senior positions within the UBS Group, including Global           External Directorships:
Head of European Equities Business (London), Head of Australasian              Chairman Investment Banking at Citigroup Global Markets
Equities, and Global Head of Electronic Commerce (London).                     Chairmanships at Queensland Investment Corporation, Telecorp
Mr Aboud’s knowledge of the domestic and international financial                Limited, Queensland BioCapital Fund and RSPCA Queensland
services and securities markets will bring a valuable contribution             Building Fund
to ASX.                                                                        Chancellor of Bond University
                                                                               Director Resimac Limited
                                                                               Member Foreign Affairs Council
                                                                               Listed Company Directorship:
                                                                               United Group Limited (since September 2002)




                                                                           3
Skills, experience and expertise: Mr Rowe is able to draw on more                 Reason for shareholder approval
than 20 years’ experience in investment banking, in Australia, Asia               Under listing rule 7.1, ASX must not issue or agree to issue, equity
and the United States. In April 2003 he was awarded the Commonwealth              securities amounting to more than 15% of the issued capital in any
of Australia Centenary Medal for ‘distinguished service to the finance             rolling 12 month period without shareholder approval unless an
industry’. In the June 2004 Queen’s Birthday list, he was made a                  exception applies. One of the exceptions is an issue of securities under
Member of the Order of Australia (AM) for his contribution to the                 an employee incentive scheme which was approved by shareholders
industry and to the formulation of public policy and for service to               no more than three years before the date of issue. The resolution set
higher education and to the community. He was, before joining the                 out in item 7 of the notice of meeting seeks shareholder approval for
Board, a member of the Takeovers Panel.                                           the grant of performance rights to acquire ASX shares or the issue of
Mr Rowe was appointed by the Board in June 2002 for his knowledge                 ASX shares under the Plan so they will not be included in the 15% limit
of the financial services industry, his international business experience,         referred to above.
and his experience in business development, risk management and                   The number of securities that can be issued under this Plan and under
strategic planning. His insight into government, legislative and regulatory       any other equity incentive plan adopted by ASX may not exceed 5%
frameworks has proved a substantial asset for ASX. He brings together             of ASX issued share capital.
an unusal mix of skills given his background in investment banking,
experience as a listed company director and his chairmanship of a                 Rules of the Plan
major investment management organisation.                                         A summary of the principal terms of the Plan rules is set out in
                                                                                  Annexure A to this notice of meeting. A full copy of the Plan rules is
Independence
                                                                                  available on the ASX website, www.asx.com.au/about/shareholder/
An analysis of each director’s independence status is discussed in the            index.htm or you may request a copy by sending an email to
Corporate Governance Statement in the Annual Report to Shareholders               company.secretariat@asx.com.au.
2004/2005.
                                                                                  2005 Offer under the Plan to executives
Board Recommendation
                                                                                  It is proposed that an initial offer will be made in 2005 to executives
For the reasons set out above, the non-candidate directors                        under the Plan. The following is a summary of the key terms for the
unanimously support the election of Mr Aboud and the re-election                  proposed 2005 offer. It is envisaged that offers will be made on an
of Mr Newman and Mr Rowe.                                                         annual basis under the Plan. Future offers under the Plan may be made
                                                                                  on different terms to those that apply to the proposed 2005 offer.
ASX Long-term Incentive Plan
Background                                                                        Eligibility
                                                                                  • All Group Executives and General Managers and selected other roles
During 2005 a comprehensive review of the current remuneration
                                                                                     may participate by invitation.
arrangements for senior executives was conducted to determine the
type of performance management and remuneration structure that                    • Executives in the Market Supervision area of ASX will not be eligible
would best support ASX’s business strategy, people strategy and                     and instead may participate in a cash-based long-term incentive.
corporate governance principles. The review included input from
                                                                                  Form of award
external remuneration consultants on market remuneration, trends
and practices. The key outcomes of this review are:                               • Participants will receive an award of performance rights, which are
                                                                                    conditional entitlements to receive ASX shares for no consideration,
• An overall package for executives consisting of fixed remuneration,
                                                                                    subject to satisfaction of performance criteria and the terms of the Plan.
  short-term and long-term incentives with total remuneration aimed
  at the 75th percentile of market practice for the achievement of                Number of performance rights
  superior performance;                                                           • The number of performance rights will be calculated using the
• The short-term incentive arrangements will focus on the key areas                 following formula.
  that are important to ASX:                                                        N = (R x Y) / V
  – integrity of our markets                                                        where:
  – shareholder returns and value                                                   N = number of performance rights, rounded up to the nearest 100.
  – customer satisfaction                                                           R = annual fixed remuneration at the date the executive is offered
  – people engagement                                                                   participation in the Plan.
  – corporate and broader investor community responsibilities                       Y = percentage of remuneration as determined by the Board. The
  – innovative and improved systems and processes;                                      general policy will be to grant 33% of fixed remuneration for
                                                                                        Group Executives and 23% of fixed remuneration for General
• The cash based long-term incentive plan for the Market Supervision
                                                                                        Managers.
  business focusing on key performance indicators that apply to our
  market supervisory role; and                                                      V = the value of a performance right on the date of award. This
                                                                                        valuation will be based on the methodology prescribed by
• The long-term share-based incentive plan for executives (outside
                                                                                        accounting standard AASB 2 for valuing share-based payments
  the Market Supervision business).
                                                                                        without any performance conditions.
Further information on the outcomes of the review is set out in the
Remuneration Report.                                                              Performance period
                                                                                  • It is proposed that the performance period will be from 1 December
Introduction of a new long-term incentive plan
                                                                                    2005 until 30 November 2008.
As part of the review the Board has agreed to introduce the ASX Long-
term Incentive Plan (“Plan”). The principal objective of the Plan is to           Performance criteria
recognise performance and behaviour that delivers sustainable long-term           • The award of 50% of the performance rights will be subject to an
shareholder value and seeks to align the interests of management with               Earnings Per Share (EPS) performance condition and the award of
those of shareholders. This Plan is similar to the Executive Share Plan             the other 50% will be subject to a Total Shareholder Return (TSR)
approved by shareholders at the October 1999 annual general meeting.                performance condition.


                                                                              4
• The TSR measure ensures an alignment with shareholder                         Other Information
  expectations, while the earnings per share measure ensures greater            As this Plan is a new employee incentive scheme, there have been
  focus on improved earnings.                                                   no securities issued under this Plan. Non-executive directors will not
                                                                                participate in the Plan.
EPS award
• For the purposes of the Plan, EPS means earnings per share of ASX’s           ASIC has granted a waiver from listing rule 6.12 to the extent that the
  shares. It is calculated by dividing the net profit attributable to            forfeiture provisions contained in the Plan are inconsistent with the
  members of ASX for the relevant reporting period (adjusted for the            technical application of the rule.
  after tax effect of any significant items) by the weighted average
                                                                                Recommendation
  number of ordinary shares of the company.
                                                                                The non-executive directors recommend that shareholders vote in
• EPS performance will be measured over a three year period using the           favour of the resolution as it is in the best interests of shareholders
  most recent financial year-end prior to award as the base year and             to have a long-term incentive scheme for executives to ensure their
  the final financial year in the three year performance period as the            interests are aligned with those of shareholders. Mr D’Aloisio is
  end year.                                                                     interested in the outcome of this resolution and therefore makes
• ASX’s EPS growth will be measured relative to a target of more than           no recommendation to shareholders.
  8% per annum compound growth.
• The proportion of the EPS award that vests will be determined
                                                                                Managing Director’s Participation in the
  as follows:                                                                   Long-term Incentive Plan
                                                                                Under the service contract between the Managing Director, Mr Tony
  ASX’s compound EPS growth         Proportion of EPS award vesting             D’Aloisio, and ASX dated 23 April 2004 (“Service Agreement”), Mr
  8% per annum or less              0%                                          D’Aloisio is entitled to participate in a long-term incentive plan in two
                                                                                tranches, subject to shareholder approval. The terms of the Service
  Between 8.1% and 9.9%             5% of the EPS award for each 0.1%           Agreement were announced to the market on 23 April 2004. The first
                                    of compound EPS growth above 8%             tranche was approved by shareholders at the 2004 annual general
  10% or more per annum             100%                                        meeting. Under the Service Agreement, approval of the second tranche
                                                                                should also have been sought at the 2004 annual general meeting.
• The Board, under advice from the Managing Director, may increase              However with the agreement of the Managing Director, the Board
  or decrease by 20% the number of ASX shares provided under the                deferred approval of the second tranche pending a review of long-term
  EPS award based on an assessment of whether EPS growth was due                incentive arrangements for all executives.
  to ASX controllable factors or market factors.                                As a result of that review, the Board has renegotiated the Service
TSR award                                                                       Agreement so that the second tranche is split into two grants (with
                                                                                similar total value) and aligned with the new long-term incentive
• TSR is the percentage difference between the market price of the
                                                                                arrangements for other executives. The key changes to the second
  relevant shares at the start and end of the performance period
                                                                                tranche to achieve alignment with the executives are:
  plus dividends earned over the same period. It therefore measures
  both capital growth in share price together with income returned              • The new Plan will apply instead of the Executive Share Plan;
  to shareholders through dividends returned to shareholders.                   • Instead of one grant in December 2005, grants will be made in each
• TSR is measured on a relative basis against a peer group of companies.          of December 2005 and December 2006 with a similar total value;
  TSR will be measured relative to a comparator group consisting of             • The performance period for each grant will be 3 years (ending in
  the ASX 50-150 as at 1 December 2005 excluding property trusts                  November 2008 and November 2009) instead of 4 years (ending in
  and minerals companies plus Hong Kong Exchanges and Clearing                    November 2009). This is to align with typical market practice and
  Limited, Singapore Exchange Limited and Deutsche Borse.                         the period that applies to other ASX executives;
• TSR performance will be measured over the performance period.                 • Half of each grant will be subject to an EPS performance condition
  To reduce the impact of share price fluctuations, TSR will be calculated         and the other half will be subject to a TSR performance condition
  using the average market price of relevant shares over the six                  instead of the total grant being subject only to a TSR performance
  months preceding the start and end of the performance period.                   condition;
• ASX will be given a percentile ranking having regard to its                   • For the grants subject to a TSR performance condition, if ASX ranks
  performance relative to the performance of the other companies in               at the 50th percentile, 50% of the grant will vest instead of 60%;
  the comparator group (the best performing company being ranked                • ASX’s TSR will be compared to the ASX 50-150 companies
  at the 100th percentile). The proportion of the TSR award that vests            (excluding property trusts and mineral companies and adding
  will be determined based on ASX’s ranking as follows:                           selected international listed exchanges) instead of the ASX 100
  TSR rank                          Proportion of TSR award vesting               companies (excluding property trusts, mineral companies and
                                                                                  foreign companies).
  Less than 50th percentile         0%
                                                                                The new terms of participation are discussed in further detail below.
  50th percentile                   50%                                         From an economic point of view, the Board of ASX considers that
                                                                                the renegotiated terms of the long-term incentive are not materially
  Between 50th percentile           50% plus an additional 2% of this
                                                                                different to the terms first approved. The proposed changes to the
  and 75th percentile               award for each additional percentile
                                                                                structure of Mr D’Aloisio’s remuneration arrangements are considered
                                    ranking above 50th percentile.
                                                                                reasonable for the purposes of the Corporations Act.
  At or above 75th percentile       100%                                        The resolution set out in item 8 of the notice of meeting seeks
                                                                                shareholder approval for Mr D’Aloisio’s participation in the Plan. This
• The Board under advice from the Managing Director, may increase or            shareholder approval is required under Listing Rule 10.14 which permits
  decrease by 20% the number of ASX shares provided under the TSR               a director to acquire securities under an employee incentive scheme if
  award based on an assessment of individual contribution to long-              shareholder approval is obtained.
  term value creation.




                                                                            5
Terms of second tranche participation in the Plan                            TSR award
The following is a summary of the key terms on which Mr D’Aloisio will       • TSR is the percentage difference between the market price of the
participate in the Plan.                                                       relevant shares at the start and end of the performance period plus
                                                                               dividends earned over the same period. It therefore measures both
Form of award                                                                  capital growth in share price together with income returned to
• Mr D’Aloisio will receive two grants of performance rights which are         shareholders through dividends returned to shareholders.
  conditional entitlements to receive ASX shares for no consideration,       • TSR is measured on a relative basis against a peer group of companies.
  subject to the satisfaction of performance criteria and the terms of
                                                                             • For Grant A, the TSR will be measured relative to a comparator
  the Plan.
                                                                               group consisting of the ASX 50-150 as at 1 December 2005
Performance period                                                             excluding property trusts and minerals companies plus Hong Kong
                                                                               Exchanges and Clearing Limited, Singapore Exchange Limited and
• The performance period for each grant is:
                                                                               Deutsche Borse.
  Grant A: 1 December 2005 to 30 November 2008
                                                                             • For Grant B, the TSR will be measured relative to a comparator
  Grant B: 1 December 2006 to 30 November 2009                                 group as at 1 December 2006. The comparator group for Grant B
                                                                               will be determined at the time this offer is made to the Managing
Number of performance rights to be issued
                                                                               Director. It will be similar to the group chosen for Grant A.
• The number of performance rights for each of Grant A and Grant B
  will be calculated using the following formula.                            • TSR performance will be measured over the three-year period from
                                                                               the date of award for Grant A and B respectively.
  N = (R x Y) / V
                                                                             • To reduce the impact of share price fluctuations, TSR will be calculated
  where:                                                                       using the average market price of relevant shares over the six
  N = number of performance rights, rounded up to the nearest 100.             months preceding the start and end of the measurement period.
  R = annual fixed remuneration as at 1 December 2005.                        • ASX will be given a percentile ranking having regard to its
  Y = percentage of remuneration as determined by the Board. For               performance relative to the performance of the other companies in
      Grant A and Grant B, the Board has determined Y will be 80%.             the comparator group (the best performing company being ranked
                                                                               at the 100th percentile). The proportion of the TSR award that vests
  V = the value of a performance right on the date of award. This
                                                                               will be determined based on ASX’s ranking as follows:
      valuation will be based on the methodology prescribed by
      accounting standard AASB 2 for valuing share based payments              TSR rank                          Proportion of TSR award vesting
      without any performance conditions.
                                                                               Less than 50th percentile         0%
Performance criteria                                                           50th percentile                   50%
• For both Grant A and B, the award of 50% of the performance
  rights will be subject to an Earnings per Share (“EPS”) performance          Between 50th percentile           50% plus an additional 2% of this
  condition and the award of the other 50% will be subject to a                and 75th percentile               award for each additional percentile
  performance condition related to the ASX’s total shareholder                                                   ranking above 50th percentile.
  return (“TSR”).                                                              At or above 75th percentile       100%
EPS award
                                                                             • The Board may increase or decrease by 20% the number of ASX
• For the purposes of the Plan, EPS means earnings per share of ASX’s          shares provided under the TSR award based on an assessment of
  shares. It is calculated by dividing the net profit attributable to           Mr D’Aloisio’s individual contribution to long-term value creation.
  members of ASX for the relevant reporting period (adjusted for the
  after tax effect of any significant items) by the weighted average          Consequences for Plan entitlements upon termination
  number of ordinary shares of the company.                                  The Service Agreement is for 3 years until 31 December 2007 with an
• EPS performance will be measured over a three year period using the        option (at the Board’s discretion) to renew for a further 2 years. In the
  most recent financial year-end prior to award as the base year and          first three years, termination can only be for poor performance, illness,
  the final financial year in the three year performance period as the         death or cause. If the contract is extended for a further two years the
  end year.                                                                  contract can also be terminated upon 12 months’ notice by ASX, and
• ASX’s EPS growth will be measured relative to a target of more than        Mr D’Aloisio can resign on 3 months’ notice. The following provisions
  8% per annum compound growth.                                              apply to the award of performance rights/ASX shares the subject of
                                                                             this approval.
• The proportion of the EPS award that vests will be determined as
  follows:                                                                   Upon termination, outstanding performance rights for each current
                                                                             performance period will be treated as follows:
  ASX’s compound EPS growth        Proportion of EPS award vesting           • If the termination is upon expiry of the term, 12 months’ notice,
  8% per annum or less             0%                                          illness or death, Mr D’Aloisio’s entitlement to ASX shares under any
                                                                               outstanding performance rights will be determined on a pro-rata
  Between 8.1% and 9.9%            5% of the EPS award for each 0.1%           basis for the amount of the performance period served and by
                                   of compound EPS growth above 8%             applying the performance criteria at the termination date;
  10% or more per annum            100%                                      • If the termination is for poor performance, the Board will determine
                                                                               the treatment of any outstanding performance rights;
• The Board may increase or decrease by 20% the number of ASX
                                                                             • If the termination is upon resignation or for cause, the outstanding
  shares provided under the EPS award based on an assessment
                                                                               performance rights will lapse.
  of whether EPS growth was due to ASX controllable factors or
  market factors.




                                                                         6
In addition, if ASX shares have already been provided to Mr D’Aloisio          • The performance criteria discussed previously are achieved;
under the Plan for performance periods that ended before the termination       • Annual fixed remuneration is $1.1 million;
date, Mr D’Aloisio will be entitled to keep those ASX shares upon
                                                                               • The Board awards the maximum 20% increase in ASX shares that
termination unless termination is for cause, in which case, Mr D’Aloisio
                                                                                 may be awarded.
will forfeit those ASX shares that remain subject to restrictions on
dealing under the Plan.                                                        Between 1 January 2005 and 31 July 2005, ASX shares have traded
                                                                               in a range from a low of $19.21 to a high of $26.20. The table below
Worked examples – potential number of shares to be issued                      spans this range. This table is an example only because the number
The table below sets out an example of the number of performance               of ASX shares that may be issued will depend on the value of the
rights and potential ASX shares which may be provided to Mr D’Aloisio          performance rights at the date of award. The market price of ASX
at the end of each performance period for each of Grant A and Grant B          shares may go higher or lower than the range set out below prior to
assuming the following.                                                        the date of the award and the value of the performance rights may
                                                                               not be equal to the market price of ASX shares at any given time.



        Hypothetical value of performance           N = ($1.1million*0.8) divided by hypothetical          Maximum number of ASX shares issued
             right on date of award                 value of performance right to the nearest 100           at the end of the performance period
                     $19.00                                           46,400                                             55,680
                     $19.50                                           45,200                                             54,240
                     $20.00                                           44,000                                             52,800
                     $20.50                                           43,000                                              51,600
                     $21.00                                           42,000                                             50,400
                     $21.50                                           41,000                                             49,200
                     $22.00                                           40,000                                             48,000
                     $22.50                                           39,200                                              47,040
                     $23.00                                           38,300                                             45,960
                     $23.50                                           37,500                                             45,000
                     $24.00                                           36,700                                             44,040
                     $24.50                                           36,000                                             43,200
                     $25.00                                           35,200                                              42,240
                     $25.50                                           34,600                                              41,520
                     $26.00                                           33,900                                             40,680
                     $26.50                                           33,300                                             39,960




                                                                           7
If shareholder approval is not granted                                         Glossary
Mr D’Aloisio has a contractual right to receive a long-term incentive.         Explanatory Notes means the explanatory notes included in the
Therefore, if the necessary shareholder approval is not granted, the           notice which convened this meeting.
long-term incentive will be paid to Mr D’Aloisio in cash. The amount
                                                                               Plan means the ASX Long-term Incentive Plan, a summary of the
and timing of any cash incentive will be determined by the Board
                                                                               principle terms of which is set out in Annexure A.
taking into account:
                                                                               Remuneration report means the remuneration report which forms
• The outcome that would have applied to Mr D’Aloisio;
                                                                               part of the directors report of ASX for the financial year ended
• The time that an award would have been made; and                             30 June 2005 and which is set out on pages 51 to 63 of the ASX 2005
• The value of any ASX shares at the time an award would have                  annual report.
  been made,
had Mr D’Aloisio participated in the Plan.
Other Information
As the Plan is new, no performance rights have been granted and
no securities have been issued under this Plan.
In accordance with the shareholder approval granted at the 2004
annual general meeting, Mr D’Aloisio was issued 97,900 conditional
entitlements to ASX shares under the Executive Share Plan.
Non-executive directors are not entitled to participate in the Plan.
Accordingly, Mr D’Aloisio is the only director entitled to participate
in the Plan.
Details of any securities issued to Mr D’Aloisio under the Plan will be
published in each annual report of ASX relating to a period in which
any such securities have been issued, and that approval for the issue
of securities to Mr D’Aloisio was obtained under listing rule 10.14.
Any additional persons referred to in listing rule 10.14 who become
entitled to participate in the Plan after resolution 8 is approved and
who were not named in the notice of meeting will not participate in
the Plan until approval is obtained under listing rule 10.14.
ASX intends to award the performance rights to Mr D’Aloisio for
Grant A by no later than 31 December 2005, and for Grant B by no
later than 31 December 2006.
Listing Rule Waivers
ASIC, which supervises ASX’s compliance with the listing rules, has
granted the following waivers from the listing rules:
• A waiver from listing rule 10.15A.2 to the extent that this notice
  of meeting need not state the maximum number of securities to
  be issued to Mr D’Aloisio, on condition that its sets out the formula
  for determining that number, together with examples of how that
  formula is likely to be applied; and
• A waiver from listing rule 6.12 to the extent that the forfeiture
  provisions contained in the Plan are inconsistent with the technical
  application of that rule.
Recommendation
The directors of ASX (other than Mr D’Aloisio) recommend that you
vote in favour of the resolution on the basis that they consider it in
the best interests of ASX’s shareholders to reward the services of
Mr D’Aloisio on terms that are fair and aligned with shareholder return.
No ASX director has an interest in the outcome of the resolution other
than to secure the services of Mr D’Aloisio on terms that are considered
fair and reasonable.




                                                                           8
Annexure A – Summary of Long-term Incentive Plan Rules
Eligibility                      The Plan is open to executives (including directors employed in an executive capacity) of ASX
                                 or its subsidiaries who are determined by the Board to be eligible to participate in the Plan.
Nature of award                  Performance Rights which carry a conditional entitlement to Shares at the end of the
                                 Performance Period, subject to stated Performance Criteria being met.
Consideration                    Participants will not be liable to make any payment for the Shares provided to them.
Allocation                       The maximum number of Shares that may be provided to a Participant will be determined by
                                 the Board in its absolute discretion. At the expiration of the Performance Period this number
                                 may be increased or decreased by 20% at the discretion of the Board.
Performance Period               The Performance Period will be determined by the Board in its absolute discretion.
Performance criteria             The Performance Criteria for each Performance Period will be determined by the Board in its
                                 absolute discretion prior to the commencement of the Performance Period.
Lapse of Performance Rights      If a Participant ceases employment with the Group before Shares are provided to them, that
                                 Participant’s right to be provided Shares (either in whole or in part) lapses immediately unless
                                 the Board in its discretion determines that the Participant has ceased employment as a result
                                 of a “Qualifying Reason”, in which case, the Board will determine in its discretion the proportion
                                 of Shares to be provided to the Participant.
                                 If a Participant ceases employment with the Group before Shares are provided to them, that
                                 Participant’s right to be provided Shares (either in whole or in part) lapses immediately unless
                                 the Board in its discretion determines that the Participant has ceased employment as a result
                                 of a “Qualifying Reason”, in which case, the Board will determine in its discretion the proportion
                                 of Shares to be provided to the Participant.
                                 Qualifying Reason means ceasing to be employed by reason of:
                                 (a) pursuit of other Company initiatives (for example, taking up a position with alliance partners
                                     or secondments);
                                 (b) hardship (for example, the death, serious illness or accident of an Executive or an
                                     Executive’s partner or de facto or any other similar hardship incurred by the Executive);
                                 (c) redundancy; or
                                 (d) other circumstances which are considered by the Board to be extraordinary.
Restrictions on disposal         Participants are restricted from selling, encumbering or otherwise dealing with the Shares issued
                                 under the Plan for a period of ten years from the date the Performance Rights in respect of
                                 which the Shares were provided, were originally awarded (or such other period as determined
                                 by the Board) (“Restriction Period”).
Removal of restrictions          If a Participant ceases to be an employee of the Group during the Restriction Period, the
                                 restrictions cease immediately unless the Shares are forfeited (as set out below).
                                 A Participant may also request the Board to remove the Restrictions on dealing in Shares.
                                 The Board will consider the following in deciding whether to remove Restrictions:
                                 (a) whether the Participant might forfeit any right or interest in any Shares as set out below;
                                     and
                                 (b) the personal circumstances of the Participant.
                                 The Board will not unreasonably withhold approval to remove Restrictions.
Forfeiture of Shares             A Participant will forfeit any interest in Shares under the Plan if, during the Restriction Period:
                                 (a) they cease to be employed by the Group other than for a Qualifying Reason and the Board
                                     directs that their Shares be forfeited;
                                 (b) the Participant has, in the Board’s opinion:
                                     (1) been dismissed with cause or has committed any act of fraud, dishonesty, defalcation
                                         or gross misconduct or a breach of duty in relation to the affairs of the Group (whether
                                         or not proven or charged with an offence); or
                                     (2) engaged in activity detrimental or potentially detrimental to the Group.




                                                         9
Bonus issues                    If the Company makes a bonus issue of securities, the number of Shares to which a Participant
                                may be entitled at the expiration of a Performance Period will be increased by the number of
                                Shares the Participant would have received if Shares had been issued before the record date for
                                the bonus issue.
                                Each Share provided under the Plan confers on the holder the same right to participate in bonus
                                issues by the Company as that conferred by each other Share. However, where a bonus issue is
                                made during the Restriction Period, the bonus shares are deemed to be Shares issued under the
                                Plan and therefore are subject to the Restrictions.
Pro-rata issues                 If the Company makes an offer of securities pro-rata to all or substantially all holders of Shares
                                (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) for
                                a subscription price which is less than the market price then the Board must endeavor to ensure
                                that the pro-rata issue is taken into account in providing Shares to Participants at the expiration
                                of the relevant Performance Period in a manner which is fair and equitable to the Participants.
New issues                      Performance Rights do not entitle a Participant to participate in any new issue of securities in
                                the Company other than as described above. Each Share provided under the Plan confers on the
                                holder the same right to participate in any new issues by the Company as that conferred by each
                                other Share. Securities taken up by holders of Shares provided under the Plan, other than bonus
                                issues, are not subject to the Restrictions referred to above.
Reconstructions                 If any reconstruction of the issued ordinary capital of the Company occurs, the number of
                                Shares to which the Participant may be entitled will be adjusted to ensure that the Participant
                                does not receive a benefit that holders of ordinary securities do not receive.
Takeovers                       If a takeover bid is made for the Company and the bidder has or acquires a relevant interest in
                                more than 20% of the voting shares in the Company; or in the reasonable opinion of the Board,
                                another transaction is proposed under which control of the Company is likely to pass from the
                                then existing shareholders, the Restrictions referred to above will no longer apply and the Board
                                may, in its complete discretion, determine whether to provide to a Participant all or part of the
                                Shares and any Adjustment Shares, having regard to performance against the Performance
                                Criteria. If the Board does provide Shares to a Participant in those circumstances, the Shares
                                will not be subject to the Restrictions referred to above.
Issue or transfer of Shares     Shares provided to Participants will be issued directly to them by the Company, unless the Board
                                determines that the Shares are to be purchased on-market and transferred to the Participants.
Rights attaching to Shares      Unless otherwise determined by the Board, Shares provided under the Plan rank equally with
                                other Shares on issue at the time those Shares are provided and carry the same rights and
                                entitlements as those conferred by other Shares.
                                Nothing in the Plan restricts the ability of a Participant to receive all dividends paid on the
                                Shares during the Restriction Period.
Administration of the Plan      The Plan will be administered by or on behalf of the Board in accordance with the Rules. The
                                Board may use or delegate any power or discretion conferred by the Rules in the interests of,
                                or for the benefit of, the Company. Under the Rules powers of the Board are exercisable by the
                                Company’s Nomination and Remuneration Committee or any other committee nominated by
                                the Board in its place.
Amendments to Plan              Subject to the Listing Rules, the Board may amend the provisions of the Rules at any time.
                                However, no amendment to the provisions of the Rules may reduce the rights of any Participant
                                in respect of Performance Rights or Shares provided under the Plan unless the amendment
                                was introduced primarily to comply with or conform to any present or future laws or the Listing
                                Rules, to correct a manifest mistake, or to reduce tax payable by either the Company or of
                                Participants generally.
Limit on number of securities   An award of Performance Rights must not result in the aggregate number of Shares:
                                (a) offered under outstanding Performance Rights;
                                (b) provided under the Plan that remain subject to the Restrictions; and
                                (c) which have in the previous five years been, or may under an outstanding offer be, issued
                                    to employees of the Group under the Plan or any other reward, bonus or incentive plan,
                                exceeding five percent of the issued Shares in the Company at the time the Performance
                                Rights are awarded under the Plan.




                                                       10
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Description: ASX Notice of Annual General Meeting - 29 September 2005