Principle 8
Principle 8: Remunerate Fairly and Responsibly
"Ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to corporate and individual performance is defined"
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:
- the fixed remuneration of key executives will be reasonable and fair taking into account level of responsibility, the Company's legal and industrial obligations and scale of the Company's business;
- to ensure performance and remuneration are appropriately linked, key executives will be entitled to appropriate equity based remuneration, including options linked to performance hurdles such as corporate performance (measured by matters such as the Company share price or other performance or production hurdles) and/or a minimum period of service;
- except in exceptional circumstances, no termination payments will be agreed with key executives other than a reasonable period of notice of termination as detailed in the executive's employment contract;
- 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 $250,000); and
- all remuneration packages be reviewed by the Board annually or on an ongoing basis if required in accordance with relevant remuneration packages.
Further details of directors' remuneration during the year are set out in the Company's financial report.
Recommendation 8.1: 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 year is set out in the Company's annual report. 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:
- reviewing and recommending remuneration packages and incentive policies for executive directors and senior management;
- reviewing and recommending the remuneration of non-executive directors within the aggregate limit set by shareholders;
- assisting the Board in evaluating the performance of the executive directors;
- reviewing succession and career development plans for key executives;
- assisting the executive directors to develop effective and innovative remuneration arrangements;
- administer and be responsible for the Company's share option scheme, incentive performance packages, superannuation entitlements and retirement and termination entitlements; and
- supervise employment and human resources management policies.
Recommendation 8.2: 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.