Who Counts as KMP? A Practical Guide to Identifying Key Management Personnel

Identifying Key Management Personnel, or KMP, sounds simple until the company has to do it in practice.

The directors are usually clear. The CEO is usually clear. The CFO is often clear. But what about the Chief Operating Officer? The Chief Commercial Officer? The Chief Legal Officer? A divisional CEO? An interim executive? A founder who has stepped back from day-to-day management? A senior executive who attends board meetings but does not make enterprise-level decisions?

For ASX-listed companies, getting the KMP population right is essential. KMP identification affects the remuneration report, statutory remuneration tables, equity disclosures, related party disclosures, governance reporting, board papers, remuneration benchmarking and investor communications.

It is not just an accounting classification. It is a governance judgement.

The practical question is:

Who has authority and responsibility for planning, directing and controlling the activities of the company?

That question should not be answered by one function alone. It should be answered in consultation with Finance, Legal and Company Secretariat, with input from HR, Reward and the CEO where appropriate.

This article explains how to identify KMP in a practical, controlled and defensible way.

1. Start with the purpose of KMP identification

Before identifying KMP, understand why it matters.

The KMP list is used for:

• remuneration report disclosures;
• executive remuneration tables;
• board and executive pay benchmarking;
• share-based payment disclosures;
• related party disclosures;
• director and executive interest registers;
• equity grant approvals;
• annual report preparation;
• audit support;
• governance records;
• remuneration committee papers; and
• investor and proxy adviser review.

If the KMP list is wrong, the consequences can flow through the annual report.

Someone may be omitted from the remuneration table. A former executive may be disclosed for the wrong period. Equity movements may be missed. Related party disclosures may be incomplete. Benchmarking may compare the wrong roles. The remuneration report may become difficult to reconcile.

That is why KMP identification should be treated as a formal annual governance process, not a last-minute year-end question.

2. Use the definition, not just the title

KMP are generally those people with authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly. This includes directors, whether executive or non-executive.

The definition focuses on authority and responsibility, not seniority alone.

A person may have a senior title but not be KMP if they do not influence enterprise-level decisions. Another person may not have a traditional C-suite title but may still be KMP if they effectively control a material part of the company’s activities or participate in key strategic decisions.

The practical test is not:

Is this person important?

The practical test is:

Does this person have authority and responsibility for planning, directing and controlling the company’s activities?

That difference matters.

3. Separate obvious KMP from judgement cases

A practical process should classify people into three groups.

Group 1: Usually KMP

These are roles that are generally KMP in an ASX-listed company:

• Chair;
• non-executive directors;
• executive directors;
• Managing Director;
• CEO;
• CFO; and
• any director who served during the reporting period.

These people should be included unless there is a very unusual reason not to.

Group 2: Likely or possible KMP

These roles require judgement:

• Chief Operating Officer;
• Chief Commercial Officer;
• Chief Strategy Officer;
• Chief Legal Officer;
• Chief Risk Officer;
• Chief People Officer;
• Chief Technology Officer;
• divisional CEO;
• country CEO;
• head of a major business unit;
• interim CEO or interim CFO;
• founder or former executive with continuing influence;
• executive committee member;
• senior executive regularly presenting to the board; and
• executive with authority over capital allocation, risk or strategy.

These roles should be assessed carefully.

Group 3: Usually not KMP

These people may be senior but are usually not KMP unless their authority is unusually broad:

• functional heads with limited enterprise decision rights;
• senior managers reporting to a KMP executive;
• project leaders without broad control responsibilities;
• advisers without formal decision-making authority;
• consultants without management authority;
• executives of immaterial subsidiaries; and
• leaders whose influence is limited to implementation rather than direction.

The key is to assess substance over title.

4. Define each function’s role in the assessment

KMP identification should be collaborative because each function sees a different part of the picture.

Finance

Finance helps assess reporting implications, group structure, financial materiality and accounting treatment.

Finance should help answer:

• Which executives control material revenue, cost, assets or capital?
• Which roles influence financial planning and performance?
• Which entities or divisions are material to the group?
• Which executives are included in related party or remuneration disclosures?
• How will KMP status affect annual report tables?
• What remuneration and share-based payment data will need to be captured?
• Are there subsidiary executives who may be KMP at group level?

Finance brings discipline to materiality and reporting consequences.

Legal

Legal helps interpret obligations, manage risk and assess contractual or governance implications.

Legal should help answer:

• What does the relevant accounting and legal framework require?
• Do employment contracts, delegations or board approvals indicate enterprise authority?
• Are there related party implications?
• Are there disclosure or governance risks if a person is included or excluded?
• Are there interim or acting arrangements that affect KMP status?
• Are there separation, consultancy or founder arrangements that create continuing influence?
• Are there regulatory or shareholder approval implications?

Legal helps ensure the decision is defensible.

Company Secretariat

Company Secretariat helps assess governance role, board interaction, delegation of authority and annual report implications.

Company Secretariat should help answer:

• Who reports regularly to the board?
• Who attends board or committee meetings?
• Who is part of the executive leadership team?
• Who has board-approved delegated authority?
• Who participates in strategic planning?
• Which appointments and resignations occurred during the year?
• What dates should be used for KMP start and end periods?
• What disclosures will be needed in the remuneration report?

Company Secretariat is often the natural owner of the KMP register because it connects board records, governance decisions and annual report disclosure.

HR and Reward

Although the article focuses on Finance, Legal and Company Secretariat, HR and Reward should also contribute.

They help confirm:

• role descriptions;
• reporting lines;
• remuneration arrangements;
• incentive eligibility;
• executive contracts;
• appointment and cessation dates;
• changes in role scope;
• succession plans;
• interim appointments; and
• remuneration benchmarking implications.

HR and Reward help connect the KMP assessment to actual executive roles.

5. Create a formal KMP assessment process

A practical KMP identification process should happen at least annually and whenever major changes occur.

The process should include:

1. Start with prior-year KMP list.
2. Add all current directors and executives.
3. Identify appointments, resignations and role changes.
4. Review the executive leadership team.
5. Review board and committee attendance.
6. Review delegations of authority.
7. Review organisational structure and material business units.
8. Identify possible judgement cases.
9. Assess each judgement case against agreed criteria.
10. Confirm start and end dates.
11. Obtain Finance, Legal and Company Secretariat sign-off.
12. Present the final KMP list to the Remuneration Committee or board, if appropriate.
13. Update the KMP register and reporting timetable.

The process should be documented, not informal.

6. Use a practical KMP assessment framework

For each possible KMP, assess the person against practical criteria.

Practical KMP assessment table

Assessment question	Why it matters	Evidence to review
Does the person report to the CEO or board?	Indicates senior authority	Organisation chart, employment contract
Is the person part of the executive leadership team?	Shows involvement in enterprise decisions	ELT membership, meeting minutes
Does the person influence strategy?	KMP includes planning and direction	Strategy papers, board presentations
Does the person control a material business unit or function?	Indicates control responsibility	Revenue, cost, assets, headcount
Does the person have delegated authority for major decisions?	Shows formal authority	Delegation of authority policy
Does the person regularly attend board meetings?	May indicate strategic influence	Board attendance records
Does the person make capital allocation or risk decisions?	Indicates control over company direction	Investment papers, risk committee records
Could investors reasonably view the person as part of senior management?	Tests external reasonableness	Annual report, ASX announcements, website
Has the role changed during the year?	Affects timing and disclosure	Appointment letters, role changes
Is the appointment interim or acting?	May still be KMP for the period served	Acting appointment records

The answer does not need to be yes to every question. The assessment should consider the overall substance of the role.

7. Document the judgement cases carefully

The most important records are not for obvious KMP. They are for judgement cases.

For example:

• The COO is included because they control the largest operating division, report to the CEO, attend board meetings and have authority over safety, operations and capital expenditure.
• The Chief People Officer is not included because they provide functional support and advice but do not participate in enterprise-level planning, directing or controlling decisions.
• The interim CFO is included from the date they assumed full CFO responsibilities because they controlled financial reporting, capital management and audit engagement.
• A divisional CEO is included because the division represents 60% of group revenue and the role has delegated authority over strategy, operations and capital expenditure.

Documenting the rationale helps the company defend the decision later.

Practical judgement record

Person	Role	Include as KMP?	Effective period	Rationale	Functions consulted
Alex Green	COO	Yes	Full year	Controls group operations, reports to CEO, attends board meetings, responsible for safety and capital projects	Finance, Legal, CoSec, HR
Maria Chen	Chief People Officer	No	N/A	Senior adviser but no enterprise control authority; not part of capital allocation or operating decisions	Legal, CoSec, HR
Ravi Patel	Interim CFO	Yes	1 Jan to 30 Jun	Assumed full CFO responsibilities and reported to Board Audit Committee	Finance, Legal, CoSec
Emma Jones	Divisional CEO	Yes	Full year	Leads division representing majority of revenue and has delegated strategic and operational authority	Finance, Legal, CoSec

This table is a useful audit and annual report support document.

8. Confirm KMP start and end dates

KMP status is not always full-year.

A person may be KMP for only part of the reporting period if they:

• joined the company during the year;
• left during the year;
• became a director during the year;
• ceased being a director during the year;
• moved into a KMP role;
• moved out of a KMP role;
• acted in a KMP role temporarily;
• took extended leave while another person acted in the role; or
• remained influential after stepping down.

The start and end dates matter because remuneration disclosures usually need to reflect the period during which the person was KMP.

Practical date table

Event	KMP treatment
New CFO appointed on 1 October	Include remuneration from 1 October
CFO resigned on 31 March	Include remuneration to 31 March
Interim CEO served from 1 May to 30 June	Include for interim period
Director retired at AGM	Include to retirement date
Executive changed role but remained KMP	Continue disclosure, note role change
Executive left KMP role but stayed employed	Include only KMP-period remuneration, unless further disclosure required

Do not leave dates to year-end memory. Record them when the change happens.

9. Consider interim and acting roles

Interim appointments require careful treatment.

If someone temporarily acts as CEO, CFO or another KMP role, they may be KMP for the period they perform that role, even if they are not permanently appointed.

Assess:

• whether the person had full authority;
• whether they reported to the board or CEO;
• whether they signed off key decisions;
• how long the appointment lasted;
• whether the role was announced internally or externally;
• whether they received acting allowances or adjusted remuneration;
• whether they attended board or committee meetings; and
• whether another person retained formal authority.

Practical example

If the Deputy CFO acts as CFO for six months while the CFO is on leave and assumes responsibility for financial reporting, audit, treasury and board reporting, the person may be KMP for that six-month period.

If the Deputy CFO simply supports the CFO while the CFO retains authority, KMP status may not change.

Substance matters.

10. Review board and executive meeting attendance

Meeting attendance is not determinative, but it is useful evidence.

A person who regularly attends board meetings, presents strategy papers, contributes to enterprise decisions and is treated as part of the senior leadership group may be more likely to be KMP.

However, attendance alone is not enough.

A technical expert may attend board meetings to present on cyber risk, sustainability, legal matters or operations without having authority to plan, direct and control the company.

The question is whether they are advising decision-makers or acting as a decision-maker.

Company Secretariat should maintain records showing:

• who attends board meetings;
• whether attendance is regular or occasional;
• what topics they present;
• whether they participate in discussion;
• whether they are part of management deliberations; and
• whether they have delegated authority.

This evidence is useful when assessing borderline roles.

11. Review delegations of authority

Delegations of authority can provide strong evidence of control.

Review whether the person has authority to approve:

• capital expenditure;
• contracts;
• acquisitions or divestments;
• budgets;
• hiring and termination of senior staff;
• pricing or commercial terms;
• risk acceptances;
• financial commitments;
• regulatory submissions;
• investor communications;
• banking or treasury decisions; and
• strategic projects.

A person with high delegated authority over material company activities may be more likely to be KMP.

But delegation alone is not conclusive. The authority must be considered in context. A procurement executive may have high contract approval limits but still not participate in enterprise-level planning and control.

12. Align KMP identification with the remuneration report

Once the KMP list is agreed, it should flow into the remuneration report process.

For each KMP, confirm:

• name;
• position;
• executive or non-executive status;
• current or former status;
• start date;
• end date;
• remuneration period;
• fixed remuneration;
• STI and LTI eligibility;
• equity holdings;
• contract terms;
• board or committee fees;
• related party interests;
• share-based payment expense; and
• any termination or one-off payments.

This creates a clean link between KMP identification and disclosure.

Practical KMP register

Name	Role	Category	Start date	End date	Disclosure notes
Jane Smith	Chair	Non-executive director	1 July	Ongoing	Full-year director fees
Mark Lee	CEO	Executive KMP	1 July	Ongoing	Full-year executive remuneration
Priya Rao	CFO	Executive KMP	1 October	Ongoing	Part-year disclosure from appointment
David Chen	Former CFO	Former executive KMP	1 July	30 September	Include remuneration to cessation date
Alex Green	COO	Executive KMP	1 July	Ongoing	Included due to enterprise operating control

This register should be reviewed by Finance, Legal, Company Secretariat and HR before annual report drafting begins.

13. Use a formal sign-off process

Because KMP identification affects multiple disclosures, use a formal sign-off.

A simple sign-off process might include:

Finance sign-off

Finance confirms that the KMP list aligns with reporting requirements, remuneration data, share-based payment records and related party disclosure processes.

Legal sign-off

Legal confirms that the assessment is consistent with applicable legal and accounting definitions, contractual arrangements and disclosure risk.

Company Secretariat sign-off

Company Secretariat confirms that the list aligns with board records, director appointments, committee records, delegations and annual report governance disclosures.

HR/Reward sign-off

HR or Reward confirms role titles, reporting lines, remuneration arrangements, incentive participation and employment dates.

CEO or Managing Director input

The CEO may provide input on executive roles and authority, but should not be the sole decision-maker.

Board or Committee confirmation

For listed companies, the Remuneration Committee or board may review or note the final KMP list, especially where judgement cases exist.

14. Reassess KMP status during the year

KMP identification is not a once-a-year exercise.

Reassess whenever there is:

• a board appointment or resignation;
• CEO or CFO transition;
• creation of a new executive role;
• restructure of the executive leadership team;
• major acquisition or divestment;
• appointment of an interim executive;
• change in delegated authority;
• change in reporting line;
• significant expansion of a business unit;
• executive departure;
• founder role change;
• secondment into a senior role; or
• major change to board reporting.

A practical rule:

If the executive leadership structure changes, check the KMP register.

This avoids discovering at year end that someone should have been tracked as KMP from an earlier date.

15. Watch for common mistakes

The most common KMP identification mistakes are predictable.

Mistake 1: Relying only on title

A Chief Officer title does not automatically make someone KMP. A non-traditional title does not automatically exclude someone.

Mistake 2: Forgetting part-year KMP

Appointments, resignations and interim roles often create part-year disclosures.

Mistake 3: Ignoring divisional leaders

A divisional CEO or business unit head may be KMP if the division is material and the person has broad authority.

Mistake 4: Including too many people without analysis

Over-inclusion can make reporting burdensome and may disclose more remuneration information than required.

Mistake 5: Excluding people because disclosure is inconvenient

A person should not be excluded merely because disclosure is sensitive or complex.

Mistake 6: Failing to consult across functions

Finance, Legal and Company Secretariat each hold different evidence. A single-function decision may miss important facts.

Mistake 7: Not documenting the rationale

If the company cannot explain why someone was included or excluded, the assessment is weak.

Mistake 8: Not updating the register during restructures

Role changes can affect KMP status immediately.

16. Practical checklist for identifying KMP

Use this checklist at least annually.

Governance and structure

• Have all current and former directors been identified?
• Have all executive directors been identified?
• Have CEO and CFO appointments and departures been captured?
• Has the executive leadership team been reviewed?
• Have interim or acting roles been considered?
• Have divisional leaders been assessed?
• Have role changes during the year been reviewed?

Authority and responsibility

• Who participates in enterprise strategy?
• Who has authority over material operations?
• Who controls material revenue, assets, cost or capital?
• Who has significant delegated authority?
• Who reports directly to the CEO or board?
• Who attends board or committee meetings regularly?
• Who influences risk appetite or capital allocation?

Reporting and disclosure

• Have start and end dates been confirmed?
• Has remuneration data been captured for the correct period?
• Have equity holdings and movements been identified?
• Have related party implications been considered?
• Have contract terms been collected?
• Have former KMP been included where required?

Consultation and approval

• Has Finance reviewed the list?
• Has Legal reviewed the list?
• Has Company Secretariat reviewed the list?
• Has HR/Reward confirmed role and remuneration details?
• Has the Remuneration Committee or board reviewed judgement cases?
• Is the rationale documented?

17. Suggested KMP identification workflow

A practical workflow might look like this:

Step 1: Company Secretariat prepares the starting list

Use the prior-year KMP list, board records and executive leadership structure.

Step 2: HR/Reward updates role and employment information

Confirm reporting lines, appointments, departures, role changes and remuneration arrangements.

Step 3: Finance reviews materiality and reporting impact

Assess material business units, financial authority, remuneration data and related disclosures.

Step 4: Legal reviews definition and disclosure risk

Check legal, accounting and contractual considerations.

Step 5: Judgement cases are discussed

Hold a working session with Finance, Legal, Company Secretariat and HR/Reward to assess borderline roles.

Step 6: Draft KMP register is prepared

Include names, roles, dates, categories and rationale.

Step 7: Committee or board review

Present judgement cases and final list for noting or approval, depending on governance practice.

Step 8: Reporting records are updated

Update remuneration trackers, equity records, related party confirmations and annual report timetable.

Step 9: Monitor changes during the year

Update the register whenever relevant changes occur.

18. Final thought

Identifying KMP is not a box-ticking exercise. It is a judgement about who truly directs and controls the company.

For ASX-listed companies, that judgement has real consequences. It affects remuneration disclosure, governance records, shareholder transparency, related party reporting and the credibility of the annual report.

The best approach is practical and collaborative:

• Company Secretariat brings the governance record.
• Finance brings reporting discipline and materiality.
• Legal brings interpretive and disclosure risk judgement.
• HR and Reward bring role, remuneration and employment context.
• The Remuneration Committee or board provides oversight where judgement is required.

A strong KMP process should leave the company able to say:

We know who our KMP are, we know why they are KMP, we know the period they served, and we have the records to support the disclosure.