## CORPORATE GOVERNANCE STATEMENT CONT. 

## Remuneration 

It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board and executive team by remunerating Directors and key executives fairly and appropriately with reference to relevant employment market conditions. To assist in achieving this objective, the Staff and Remuneration Committee links the nature and amount of the Managing Director’s/CEO’s and key management personnel’s remuneration to the Company’s financial and operational performance. In relation to the payment of bonuses, performance rights and other incentive payments, discretion is exercised by the Board having regard to the overall performance of the Company and the performance of the individual during the period. 

The expected outcomes of this remuneration structure are: 

 Retention and motivation of key executives; 

 Attraction of quality management to the Company; and 

 Performance incentives which allow executives to share in the rewards of the success of the Company. 

For a full discussion of the Company’s remuneration philosophy and framework and the remuneration received by Directors and executives in the current period please refer to the Remuneration Report, which is contained within the Directors’ Report. 

The Board is responsible for determining and reviewing compensation arrangements for the Directors themselves. There is no scheme to provide retirement benefits to non-executive directors. 

## Staff and Remuneration Committee 

The Board has a Staff and Remuneration Committee, comprising four non-executive Directors. The Committee comprises a majority of independent non-executive directors and is chaired by an independent director. Further information on the Committee’s role, responsibilities and membership can be seen at www.aaco.com.au. 

The members of the Staff and Remuneration Committee during the three months to 31 March 2013 were: 

Mr. D. Crombie (Chair) Mr. A. Paliulis Mr. D. McGauchie Mr. T. Keene 

The members of the Staff and Remuneration Committee and their qualifications are shown in this annual report on pages 5 to 8 of the Directors’ Report. 

For details on the number of meetings of the Staff and Remuneration Committee held during the period and the attendees at those meetings, refer to the Directors’ Report. 

For additional details regarding the Staff and Remuneration Committee including a copy of its charter, please refer to our website. 

When considered appropriate, the Board obtains independent advice regarding non-executive Directors’ remuneration and the remuneration of key management personnel. 

No Director or executive uses hedging instruments to limit their exposure to risk on either shares or options in the Company. The Company’s policy is that the use of such hedging instruments is prohibited. 

For details of the amount of remuneration and all monetary and non-monetary components for all of the Directors and each of the key executives during the year, refer to the Remuneration Report. 

There is no scheme to provide retirement benefits (other than superannuation) to non-executive Directors 

## Shareholder Communication Policy 

Pursuant to Principle 6, the Company’s policy is to provide timely, open and accurate information to all stakeholders, including shareholders, regulators and the wider investment community. The Company has developed policies and procedures in relation to disclosure and compliance with the ASX Listing Rules disclosure requirements. The ASX liaison person is the Company Secretary/General Counsel. 

A copy of the Company’s Continuous Disclosure and Shareholder Communication Policy is available on the Company’s website, www.aaco.com.au. 

