Introduction
After the intensity of AGM season, many boards finally get a bit of breathing room. It’s the ideal time for remuneration committees to pause, take stock of what worked, and prepare for the next cycle.
Mid‑year is not just a lull—it’s a strategic window to refine the committee’s agenda, review pay frameworks, and ensure remuneration governance aligns with shareholder expectations and ASX best practice.
Below, we outline five practical steps to help your remuneration committee stay effective, forward‑looking, and ready for the year ahead.
1. Re‑set the Annual Calendar with Purpose
With remuneration reports submitted and AGMs complete, review whether your calendar still supports your governance rhythm.
Ask yourself:
• Are meeting dates sequenced to allow proper consideration of benchmarking, incentive design and shareholder engagement?
• Have you built in time for external advice, board approvals and stakeholder communications?
• What lessons emerged from last season’s shareholder feedback or proxy‑adviser commentary?
A refreshed calendar provides structure—but more importantly, it creates space for quality discussion rather than reactive compliance.
Tip: Treat your calendar as a living document. Adjust it as strategy and market context evolve.
2. Use Mid‑Year for Deeper Preparation
Mid‑year is a prime time to validate data and test assumptions.
Consider hosting a planning session between the Chair, HR/Reward lead and your external adviser to:
• Review current pay positioning against updated market data;
• Test STI and LTI frameworks for alignment with the company’s refreshed strategy;
• Identify emerging governance or disclosure issues early e.g., ESG reporting, requirement to apply discretion/judgment to end of year incentive outcomes.
Circulating early drafts of key materials—such as benchmarking reports or policy updates—enables the committee to make informed, forward‑looking decisions well before the next cycle intensifies.
3. Be Deliberate About Who’s in the Room
Committee effectiveness often comes down to clarity of roles. For ASX small‑ and mid‑caps:
• Committee members lead the conversation and make decisions.
• Management (CEO/CFO) should attend only for relevant segments—avoid presence during their own pay deliberation.
• External advisers contribute independent insight.
• Company Secretary or General Counsel ensures compliance and proper documentation.
Maintaining discipline about who contributes to each topic keeps meetings focused and efficient—especially when time is at a premium heading into year‑end.
4. Keep Executive Remuneration Sessions a Standing Agenda Item
Independent deliberation is essential.
Schedule a private, management‑free session in every meeting to (where applicable):
• Review CEO and executive remuneration outcomes;
• Discuss retention and succession planning;
• Address sensitive or emerging issues candidly.
This reinforces the committee’s independence and provides space for unfiltered discussion—a hallmark of strong governance.
5. Close the Loop — Document, Debrief, Communicate
With the calendar year concluded, clear follow‑through ensures consistency.
• Assign ownership for each action (e.g., policy review, data update, communication).
• Debrief on what worked—particularly around shareholder engagement and disclosures.
• Start drafting next year’s remuneration narrative early, focusing on clarity and storytelling, not just compliance.
Transparent communication with shareholders and executives strengthens confidence in the committee’s process and decisions.
Looking Ahead
By year‑end, board workloads shift toward budgets, forecasts and strategy resets. A disciplined remuneration committee process keeps governance aligned and the company ready for the next financial year.
At The Reward Practice, we help ASX‑listed small and mid‑cap companies structure remuneration frameworks and committee processes that stand up to scrutiny—and support growth.
Need help preparing your committee for the new year?
Contact our team to review your remuneration calendar, incentive frameworks or disclosure approach.