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Annual Report 2016 55

DIRECTORS’ REPORT

Directors' report

30 June 2016

(continued)

Remuneration report (continued)

Remuneration expenses for KMP's (continued)

1. Cash salary and fees includes movements in annual leave provision during the year.

2. Cash bonus excludes superannuation contribution component of STI which is shown in Post-employment benefits.

3. Long service leave relates to movements in long service leave provision during the year.

4. Rights to shares granted under the PRP are expensed over the performance period, which includes the vesting period of the rights, in

accordance with AASB 2

Share-based Payment

. Refer to note 26 for details of the valuation techniques used for the PRP.

5. Mr Buck was appointed a Non-executive Director effective 3 October 2014.

6. Mr Spence was appointed a Non-executive Director effective 17 December 2014.

7. Mr Warburton was appointed a Non-executive Director on 12 October 2015.

8. Mr Bennett was appointed a Non-executive Director on 12 October 2015 and resigned effective 31 May 2016.

9. Mr Ashby commenced employment as Sustainability Manager with the Company on 7 April 2015.

10. Mr Dusci commenced employment as General Manager, New Business with the Company on 27 July 2014.

11. Mr Dennis was appointed Chief Operating Officer effective 1 March 2016, having previously held the role of General Manager,

Project Development (from 22 September 2015) and prior to that Chief Operating Officer, Sirius Resources NL.

12. Ms McDonald commenced employment as Company Secretary on 5 October 2015.

13. Effective 1 March 2016, Mr Hartmann became the General Manager, Nova, having previously held the role of Chief Operating

Officer.

14. Mr Walsh ceased employment with the Company on 9 October 2015.

Non-executive director remuneration policy

The remuneration of non-executive directors is determined by the Board within the maximum amount approved by

shareholders in general meeting. Non-executive directors are not entitled to retirement benefits other than statutory

superannuation or other statutory required benefits. Non-executive directors do not participate in share or bonus

schemes designed for executive directors or employees.

The remuneration of Non-executive directors is fixed to encourage impartiality, high ethical standards and

independence on the Board. The available non-executive directors’ fees pool is $1,500,000 which was approved by

shareholders at the Annual General Meeting on 16 December 2015, of which $885,000 was being utilised at 30 June

2016 (2015: $590,000).

The Board resolved not to increase directors’ fees for FY16, however it was resolved to approve additional fees for

Audit Committee, Remuneration Committee and Sustainability and Risk Committee chairmen of $15,000 per annum;

and an additional fee for Nomination Committee chairman of $10,000 per annum.

The Board resolved, for a second consecutive year, not to increase directors’ fees for FY17.

Non-executive directors may provide additional consulting services to the Group, at a rate approved by the Board. No

such amounts were paid to Directors during the current year.

30 June 2016 30 June 2015

Base fees/Committee fees

$

$

Chairman

230,000

230,000

Non-executive directors

120,000

120,000

Chair Audit Committee

15,000

n/a

Chair Remuneration Committee

15,000

n/a

Chair Sustainability and Risk Committee

15,000

n/a

Chair Nomination Committee

10,000

n/a

Independence Group NL

26