Woodside Petroleum Ltd| Remuneration Report 89
Non-executive directors (NEDs)
Remuneration Policy
Woodside’s Remuneration Policy for NEDs aims to attract, retain, motivate and to remunerate fairly and responsibly having regard to:
+the level of fees paid to NEDs relative to other major Australian companies
+the size and complexity of Woodside’s operations
+the responsibilities and work requirements of Board members.
Fees paid to NEDs are recommended by the HR&C Committee based on benchmarking from external remuneration consultants, and
determined by the Board, subject to an aggregate limit of A$3.75 million per financial year, which was approved by shareholders at
the 2014 AGM.
The minimum shareholding requirements for NEDs was reviewed in 2018. NEDs are now required to have acquired shares for a total
purchase price of at least 100% of their pre-tax annual fee after five years on the Board. The NEDs may utilise the Non-Executive
Directors’ Share Plan (NEDSP) to acquire the shares on market at market value. As the shares are acquired with net fees the shares
in the NEDSP are not subject to any forfeiture conditions.
NEDs remuneration structure
NEDs remuneration consists of base Board fees and committee fees, plus statutory superannuation contributions or payments in lieu
(currently 9.5%). Other payments may be made for additional services outside the scope of Board and committee duties. NEDs do
not earn retirement benefits other than superannuation and are not entitled to any form of performance-linked remuneration.
Table 9 below shows the annual base Board and committee fees for NEDs.
In addition to these fees, NEDs are entitled to reimbursement of reasonable travel, accommodation and other expenses incurred
attending meetings of the Board, committees or shareholders, or while engaged on Woodside business. NEDs are not entitled to
compensation on termination of their directorships.
Eective 1 January 2019 an allowance is paid to any NED required to travel internationally to attend Board commitments,
compensating for factors related to long-haul travel. Where travel is between six and ten hours, an allowance of $5,000 gross per
trip is paid. Where travel exceeds 10 hours, an allowance of $10,000 gross per trip is paid.
Board fees are not paid to the CEO, as the time spent on Board work and the responsibilities of Board membership are considered
in determining the remuneration package provided as part of the normal employment conditions.
The total remuneration paid to, or in respect of, each NED in 2018 is set out in Table 14 on page 95.
Table 9 – Annual base Board and committee fees for NEDs
Position Board1
Audit & Risk
Committee
Human Resources
& Compensation
Committee
Sustainability
Committee
Nominations
Committee
A$ A$ A$ A$ A$
Chairman of the Board2723,300
Non-executive directors3212,700
Committee chair 56,000 52,000 47,400 Nil
Committee member 27,900 26,500 23,700 Nil
1. NEDs receive Board and committee fees plus statutory superannuation (or payments in lieu for overseas based NEDs).
2. Inclusive of committee work.
3. Board fees paid to NEDs other than the Chairman.
4. Annual fee from 1 July 2014.
5. Annual fee from 1 July 2018.