Remunerate fairly and responsibly

Remuneration Policy

The Board believes that it is in the interest of all stakeholders in the Company for there to be in place a remuneration policy that:

• attracts and retains talented and motivated Directors, managers and employees so as to encourage enhanced performance of the Company;
• recognises and rewards superior performance by any individual or group to which the individual has made a significant contribution;
• enables the Company’s stakeholders and the investment community to understand:

(i) the costs and benefits of that policy; and

(ii) the link between remuneration paid to Directors and key executives and the Company’s performance

• distinguishes the structure of non-executive Directors’ remuneration from that of executives using the following guidelines for non-executive Directors’ remuneration:

(i) non-executive Directors should not be provided with retirement benefits other than statutory superannuation;

(ii) non-executive Directors ought to receive equity-based remuneration only under strict controls and subject to shareholder approval;

(iii) payment of equity-based executive remuneration should only be made in accordance with such schemes that have been approved by shareholders. To this end, the Board has established a process of transparency in remuneration matters that relates remuneration to performance and clearly communicates the policy underlying executive remuneration to shareholders.

Remuneration Objectives

The Board’s remuneration objectives are as follows:

• to motivate Directors and management to pursue the long-term growth and success of the Company within an appropriate control framework;
• to demonstrate a clear relationship between key executive performance and remuneration.

Remuneration Structure

The Board has determined that executive remuneration may comprise any of the following:

• Base salary (Cash)
• Shares in the Company and/or options to acquire shares in the Company
• Other incentive schemes
• Allowances
• Provision of motor vehicle
• Holiday, sick, and long service leave
• Superannuation
• Any other component that the Company can lawfully provide to an officer to salary sacrifice

(i) Any other component that the Board considers relevant and desirable

(ii) Fringe benefits tax (howsoever called) associated with components of remuneration requested by the officer to be salary-sacrificed

The remuneration, and its elements, paid to Directors and the highest paid executives are set out in the Director’s Report. It is not the policy of the Company to make loans to Directors or executives except on full commercial terms.

Remuneration Committee

As mentioned previously, the Directors consider that at this stage, the Company is not of a size nor are its affairs of such complexity to warrant the formation of a separate remuneration committee and the responsibilities of the remuneration committee are carried out by the full Board.