Principle 9

REMUNERATE FAIRLY AND RESPONSIBLY 

Remuneration and Nomination Committee

The members of the Remuneration and Nomination Committee during the year under review were:

Mr SL Wallis AO (Chairman);
Independent Non-Executive Director

Mr ML Ludski;
Chief Financial Officer / Company Secretary

Mr GJ Campbell; and
Independent Non-Executive Director (Appointed 18 September 2007)

Mr AR Amer
Independent Non-Executive Director (Retired 18 September 2007)

The Chief Executive Officer and Human Resources and Payroll Manager are invited to attend

the Remuneration and Nomination Committee meetings, as required, to discuss senior executives'

performance and remuneration packages. The Chief Executive Officer and Chief Financial Officer /

Company Secretary are not involved in matters pertaining to their own remuneration. During the

year under review, the Committee met three times and the directors' attendance record is

disclosed in the table of directors’ meetings on page 20 of the 2008 Annual Report.

The main responsibilities of the Remuneration and Nomination Committee are to:

• review the composition of the Board and make evaluations and recommendations thereon;

• recommend the selection, appointment, induction process and succession planning process for directors, the Chief Executive Officer, the Chief Financial Officer / Company Secretary and other senior executives;

• recommend to the Board ways in which the skills, experience and expertise levels of existing directors can be enhanced;

• review and make recommendations to the Board on remuneration packages and incentive policies applicable to the Chief Executive Officer, Chief Financial Officer / Company Secretary, senior executives and directors themselves and;

• undertake a performance evaluation of the Committee to ensure delivery on its charter and to continually enhance the Committee’s contribution to the Board.

Further details of the Remuneration and Nomination Committee’s responsibilities are outlined in its

Charter. The policy and procedure for appointment of directors also forms a part of the Committee's

Charter.

The Remuneration and Nomination Committee conducts an annual review of performance of the

Chief Executive Officer, the Chief Financial Officer / Company Secretary and the senior executives

reporting directly to them.

Remuneration Report

The Remuneration Report for the financial year ended 30 June 2008 is set out on pages 20 to 28 of

the 2008 Annual Report. 

Remuneration policies

Remuneration levels for key personnel of the Company are competitively set to attract and retain

appropriately qualified and experienced executives and directors. The Remuneration and Nomination

Committee obtains independent advice on the appropriateness of remuneration packages, given

trends in comparative companies both locally and internationally.

The remuneration structures explained below are designed to attract suitably qualified candidates,

reward the achievement of strategic objectives and achieve the broader outcome of creation of value

for shareholders. The remuneration structures take into account:

• the capability and experience of key management personnel;

• management performance against key performance indicators (KPI's) and individual contributions to the Company’s performance; and

• the Company’s performance which includes:

- revenue and earnings; and

- growth in share price and delivering increased returns to shareholders. 

Remuneration packages include a mix of fixed and variable remuneration and short-term and long-term

performance-based incentives. In addition to salaries, the Company also provides non-cash benefits

to its key management personnel and contributes to defined contribution superannuation plans on

their behalf. 

Senior executives may receive bonuses based on the achievement of specific performance hurdles.

The performance hurdles are a blend of the Company’s and each relevant segment’s result. In the

year under review, no incentive payments were made as Company performance did not reach the

minimum threshold levels. The Company does not have any profit-share plan.

Total remuneration for all non-executive directors, last voted upon by shareholders is not to

exceed $500,000 per annum. The base fee for individual non-executive directors for the financial

year under review was $70,000 per annum, excluding superannuation and covers all main Board

activities. Membership of Committees is remunerated in addition to the base fee as outlined in the

Remuneration Report on page 22 of the 2008 Annual Report. Non-executive directors do not receive

any performance related remuneration or bonuses or retirement benefits other than required

superannuation payments.