"Ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to corporate and individual performance is defined"
Recommendation 9.1: Provide disclosure in relation to the company's remuneration policies to enable investors to understand (i) the costs and benefits of those policies and (ii) the link between remuneration paid to directors and key executives and corporate performance.
The Company's remuneration policies are value driven and reflected in the Charter of the Remuneration Committee. The essence of the Company's current remuneration policy is to competitively set remuneration including incentives to executive directors and senior management, to motivate key executives to pursue the long term growth and success of the Company within an appropriate control framework and to demonstrate a clear relationship between corporate (and key executive) performance and remuneration.
The Company's current policies are as follows:
Further details of directors' remuneration during the 2004 – 2005 year are set out in the Company's financial report.
Recommendation 9.2: The board should establish a remuneration committee.
A Remuneration Committee was established by the Board prior to the 2004 – 2005 year. A majority of the members of the Committee are required to be non-executive directors and the Committee is required to be chaired by the non-executive Chairman.
The names of the members of the Remuneration Committee are Neil Warburton, Mick Elias and Brett Young. Their attendance at Remuneration Committee meetings during the 2004 – 2005 year is set out in the Company's annual report.
During the 2004 – 2005 year the Committee was chaired by Neil Warburton, the non-executive Chairman due to his experience and expertise in the areas in which the Company operates and his non-executive status, the Board considers that he is suitably skilled to perform the role of chair of the Remuneration Committee. The Committee did not consist of a majority of independent directors as there is only one independent director in the Board, as set out in relation to best practice recommendation 2.1.
The Remuneration Committee's Charter sets out its duties, which include:
Recommendation 9.3: Clearly distinguish the structure of non-executive directors' remuneration from that of executives.
Non-executive directors will be remunerated by cash benefits alone, will not be provided with retirement benefits (except in exceptional circumstances) and aggregate remuneration will not exceed the amount approved by shareholders (currently $200,000). Executive directors may be remunerated by both fixed remuneration and equity performance based remuneration.
Recommendation 9.4: Ensure that payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders.
The Company ensures that payment of equity-based executive remuneration is made in accordance with the share option scheme approved by shareholders on 24 November 2004.
Recommendation 9.5: Provide the information indicated in the ASX Corporate Governance Council's Guide to Reporting on Principle 9.
The Remuneration Committee's Charter is included on the Company's website. The Company has provided relevant information in this Statement upon its remuneration policies.