Directors’ report – remuneration report (audited)
Table 3 – Components of Non-Executive Director Remuneration
Elements Details
Board fees/
Committee fees
Current fees are as follows:
1. The Chair of the Board does not receive additional fees for service on Board Committee.
2. The office of Deputy Chairman is currently unoccupied.
The above fees are inclusive of superannuation contributions which are made on behalf of Non-Executive Directors and satisfies
the Company’s statutory superannuation obligations.
Board fees are not paid to the executive Director (Dr Peter Goode) as the responsibilities of Board membership are considered in
determining the remuneration provided as part of his normal employment conditions.The annualised Board and Committee fees
in aggregate for current Directors is $1,505,920 which is $194,080 below the current aggregate fee pool of $1,700,000.
Other fees/
benefits
Jagjeet Bindra receives additional fees of $10,400 per annum as the North American representative of the Board and for
providing support to the North American operations.
Non-Executive Directors are also entitled to be reimbursed for all business related expenses, including travel, as may be incurred
in the discharge of their duties.
Retirement
benefits
The Board resolved in 2004 to remove retirement allowances for Non-Executive Directors appointed after that date. In February
2006, the Board further resolved to cease accruing retirement benefits for existing Directors with effect from 1 July 2006.
Directors’ entitlements up to 30 June 2006 under the previous arrangements are preserved and the value maintained through
indexation of amounts previously accrued. The accrued entitlement is paid on retirement of the Director.
Equity
arrangements
Prior to 19 May 2009, Non-Executive Directors based in Australia (excluding Messrs Guido and Luca Belgiorno-Nettis) received a
minimum 20 per cent of their base Director’s fees (via fee sacrifice) in shares in the Company and held those shares in
accordance with the rules of TransShare Deferred Plan. Shareholders approved this arrangement in May 2001.The participation
of Non-Executive Directors in the TranShare Deferred Share Plan was suspended on 19 May 2009 following changes to employee
share scheme taxation legislation which impacted the efficiency of this share acquisition mechanism.
With the suspension of the Plan, the Board has adopted a policy under which all Non-Executive Directors are expected to acquire
and hold shares in the Company with a value (based on cost) equal to one year’s Directors base fees in order to align their
interests with shareholders generally. Directors have a period of up to five years from the later of the adoption of the policy and
their appointment date to achieve the minimum shareholding target. All current Directors have achieved this minimum level of
shareholding as at the date of this report. Under the Company’s shareholding policy, Non-Executive Directors are prohibited from
using the Company’s securities as collateral in any financial transaction, including margin loan arrangements. This is consistent
with the policy for Senior Executives (see page 61) and other select employees.
Board fees per annumC ommittee fees per annum    • $372,320 for Chair1 • $15,600 for Chairs of Committees
• $182,000 for Deputy Chair2 • $10,400 for members of Committees
• $140,400 for Board member