Executive KMP At-Risk Remuneration in FY22 The at-risk components of Executive KMP remuneration at IGO are intended to drive performance and long-term stability in shareholder returns without encouraging undue risk-taking. The mix of fixed and at-risk remuneration varies depending on the role, complexity and reward grading of Executive KMP and employees. It also depends on the performance of both the Company and the individual executive. The following is an overview of the total fixed and at-risk remuneration for Executive KMP in FY22: Managing Director and CEO Chief Operating Officer Chief Financial Officer Other Executive KMP TFR – 33% STI – 33% LTI – 33% LTI – 31% STI – 31% TFR – 38% LTI – 35% STI – 22% TFR – 43% LTI – 25% STI – 25% TFR – 50% Malus and Clawback Provision IGO has a malus and clawback provision that allows the Board to reduce or clawback unvested and vested entitlements in certain circumstances, including in the case of fraud, dishonesty, gross misconduct, bringing the Group into disrepute, breach of obligations to the Group, material financial misstatements, where warranted due to risk behaviour, or other circumstances under law or Group policy. The Employee Incentive Plan (EIP) also allows the Board to reduce (to zero) unvested awards where vesting is not justified or supportable for performance or other specified reasons. IGO STIP Outline for FY22 The key elements of the Short-Term Incentive Program (STIP) as it relates to the Company’s Executive KMP are provided below: STIP Opportunity The STIP opportunity offered to each Executive KMP as a percentage of TFR is defined by the individual’s role and reward grade. The STIP opportunity is benchmarked to market and reviewed by the Board annually. STIP payments are awarded 50% in cash and 50% in equity (service rights) on the achievement of performance above a threshold for a range of business objectives (Company KPIs) and individual performance objectives (Individual KPIs). Target and Maximum Opportunity The target opportunity for the CEO is 100% of TFR, which can increase to 150% for the achievement of stretch outcomes. The target and maximum opportunity is 80% and 120% of TFR for the COO, 50% and 75% of TFR for the CFO and 50% and 75% of TFR for the remaining KMP. The maximum STI opportunity represents 150% of the Executive KMP’s target STI opportunity on the achievement of stretch outcomes. Performance Targets The payment of a short-term incentive to Executive KMP is an at risk component of the individual’s total remuneration given that a set of performance targets must be met prior to payment. Each year these targets are based on metrics that are measurable, transparent and achievable, and are designed to motivate and incentivise the Executive KMP to strive to achieve high levels of performance aligned with the Company’s strategic objectives to ensure near-term shareholder value creation. In FY22, the performance targets for KPI assessment reflected the following financial and non-financial components: • Sustainability • Culture • Operations Performance • Financial Performance • Transformation Performance Assessment The Company employs a system of continuous performance feedback to drive Executive KMP performance, which is regularly reviewed by the Board throughout the financial year against defined KPIs. A final performance assessment for each Executive KMP occurs annually following the completion of the financial year. Executive KMP are assessed on their contribution to the achievement of Company KPIs (70%), individual KPIs (15%), and their demonstrated support for the Company’s values and behaviours (15%). Measurement Period The STIP is an annual program and operates from 1 July to 30 June each year. STIP Deferral Component Service rights issued to KMP are issued pursuant to the STIP and vest in two tranches, with the first tranche of 50% vesting on the 12 month anniversary of the award date, and the second tranche of 50% on the 24 month anniversary of the award date. Vesting of the service rights is based on a continuous service condition being met and is designed to act as a driver of retention and continuity of medium-term value creation. Termination of Employment In the event that an Executive KMP’s employment terminates prior to the end of a financial year, the Executive KMP may or may not receive a pro-rata payment, depending on the circumstances of the cessation of employment. Outstanding unvested service rights will also be reviewed by the Board and may or may not vest, depending on the circumstances of the Executive KMP’s cessation of employment. Board Discretion The payments of all STIs are subject to Board approval. The Board has the discretion to adjust remuneration outcomes higher or lower to prevent any inappropriate reward outcomes, including reducing (down to zero, if appropriate) any STI payment. HowPerformance was Linked to STIP Outcomes in FY22 As part of the annual business planning process, the Board determines the KPIs to reflect targets for the key strategic drivers for the business for the award year. To maintain a focus on the value that achievement of the strategic plan delivers to shareholders and to ensure a culture of accountability and high performance, the Board regularly reviews progress against Company and Individual KPIs throughout the financial year. Company Scorecard Gating The Board reviews STI incentive outcomes annually at the completion of the financial year and has the authority to apply the following discretions: • the discretion to reduce KPI outcomes by up to 100% of the cash component of variable incentives in the event of occurrence of any event that is classified as “catastrophic” in the Company’s Risk Matrix; and • the discretion to reward outstanding performance that falls outside of the existing KPI program for teams or individuals that have created significant additional value for shareholders and/or employees. Individual KPI Gating No individual component will be awarded in the event of a material breach of the Company’s Code of Conduct by the individual. FY22 Scorecard The KPI Scorecard for Executive KMP and performance achieved against the specific KPIs for each Key Result Area for FY22 are listed in the table below. Company Key Result Area (KRA) Weighting and Rationale for Inclusions Performance and commentary Sustainability 20%weighting 15% achieved Sustainability measures are designed to focus the organisation on the culture and system improvements that better manage the workplace health and safety risks inherent to the Company’s operations within a 12 month timeframe. • Group Overall Injury Frequency Rate • Critical Control Verification • Dow Jones Sustainability Rating • Decarbonisation Plan The Company is focused on providing a work environment that supports and cares for our people and the communities and environment in which we work. Key sustainability metrics in FY22 were focused on the programs of work that would materially impact safety culture, progressing our decarbonisation journey and the transparency and quality of our integrated ESG reporting, with results as follows: • Occupational Injury Frequency Rate = 18.3 (Threshold = 14.9, Target = 13.1, Stretch = 12.2) (5% weighting) • Critical Control Verification = 90% (Threshold = 90%, Target = 95%, Stretch = 100%) (5% weighting) • Dow Jones Sustainability Rating = 90% (Threshold = 84%, Target = 84%, Stretch = >84%) (5% weighting) • Decarbonisation Plan = 100% (Threshold = 90%, Target = 95%, Stretch = 100%) (5% weighting) IGO ANNUAL REPORT 2022— 65 64 —IGO ANNUAL REPORT 2022
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