REMUNERATION REPORT Continued 5. REMUNERATION GOVERNANCE 5.1. REMUNERATION COMMITTEE 5.2. USE OF REMUNERATION CONSULTANTS The Board reviews its role, responsibilities, and performance To ensure it is fully informed when making remuneration annually to ensure that the Company continues to maintain decisions, the Committee draws on services from a range of and improve its governance standards. external sources, including remuneration consultants where The Board is responsible for ensuring the Company’s appropriate. The Company’s guidelines on the use of remuneration strategy is equitable and aligned with Company remuneration consultants aim to ensure the independence of performance and shareholder interests. The Board conducts remuneration consultants from Myer’s management, and an annual review of the remuneration strategy of the business. include the process for the selection of consultants and the To assist with this, the Board has established a Human terms of engagement. Resources and Remuneration Committee (Committee) made Remuneration consultants are engaged by the Committee up of non-executive directors only. The Committee charter is Chairman, and report directly to the Committee. As part of this available on the Company’s Investor Centre website. engagement, an agreed set of protocols to be followed by the When making remuneration decisions, the Committee will also consultants, the Committee, and management, have been give consideration to the Company’s internal succession plan devised that determine the way in which remuneration and capability profile. recommendations are developed and provided to the Board. Thisprocess is intended to ensure that any recommendation Ms Chris Froggatt hasservedas the Chairmanofthe made by aremuneration consultant is free from undue Committeesince 2011. In July 2018 Ms Froggatt stood down influence by the KMP to whom any recommendations may as Chairman, and Mr Ian Cornell was appointed Chairman. relate. Other members of the Committee are Ms JoAnneStephenson During FY2018the Board continued to engage Ernst & Young andMr Garry Hounsell. (EY) to provide various remuneration advice, including In performing its role, the Committee has the responsibility to benchmarking data, market commentary and professional make recommendations to the Board on: guidance regarding Myer’s executive remuneration and incentive plans. During this engagement no remuneration • non-executive director fees; recommendations as defined by the Corporations Act 2001 • executive remuneration (for the Managing Director and were provided to the Company by EY. CEO and other executives) including specific recommendations on remuneration packages and other terms of employment; • the overarching remuneration framework including the policy, strategy and practices for fixed reward and both short and long term incentive plans and performance hurdles; and • the health of the organisation, suitable succession coverage, organisational culture and diversity. The Committee has been established under rule 8.15 of the Constitution of the Company. Further information on the role of the Committee, its membership andmeetings held throughout the year will be set out in the Corporate Governance Statement (available on the Company’s website) and the Directors’ Report. The CEO and the Head of the Human Resources function are regular attendees at the Committee meetings. The CEO was not present during any Committee or Board meetings when his remuneration was considered or discussed during the financial year. The Committee must at all times have regard to, and notify the Board as appropriate, of all legal and regulatory requirements, including any shareholder approvals required in connection with remuneration matters. The Committee Chairman,or if he is not available, a Committee member, will attend the Annual General Meeting and be available to answer any questions from shareholders about the Committee’s activities or, if appropriate, the Company’s remuneration arrangements. 32 Myer Annual Report 2018