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## DIRECTORS' REPORT CONTINUED 

Super Cheap Auto Group Limited For the period from incorporation to 26 June 2004 

## MEETINGS OF DIRECTORS 

The numbers of meetings of the Company’s Board of Directors and each Board Committee held during the period ended 26 June 2004, and the numbers of meetings attended by each Director were: 

<img src='content_image/91550.jpg'>

A  Number of meetings attended 

B  Number of meetings held during the time the Director held office or was a member of the Committee during the year 

There were no meetings of the Audit 

and Risk Committee or the Board Nomination and Remuneration Committee during the period ended 26 June 2004. The Audit and Risk Committee met on 17 August 2004. 

## REMUNERATION REPORT 

Principles used to determine the nature and amount of remuneration The broad remuneration policy is to ensure remuneration properly reflects the relevant person’s duties and responsibilities and that the remuneration is competitive in attracting, retaining and motivating people of the highest quality. 

The Board believes that the best way to achieve this objective is to provide Senior Executives with a remuneration package consisting of fixed components (salary and superannuation) which reflect the individual’s responsibilities, duties and personal performance plus annual bonuses which reward both individual and company performance each year. A proportion of the bonus payments may be deferred for a period of three years after being awarded and may be made through the transfer of the Company’s ordinary shares acquired by the Company on market at the time of their award. 

## Non-Executive Directors 

Fees and payments to Non-Executive Directors reflect the demands which are made on, and the responsibilities of, the Directors. Non-Executive Directors’ fees and payments are reviewed annually by the Board. The Chairman’s fees are determined independently to the fees of non- executive directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to determination of his own remuneration. Non-Executive Directors do not receive share options. Non-Executive Directors may opt each year to receive a percentage of their remuneration in Super Cheap Auto Group Limited shares, which would be acquired on-market. 

## Directors’ fees 

The current base remuneration was established on 19 May 2004. The Director's fees are inclusive of Committee fees. 

Non-Executive Directors’ fees are determined within an aggregate Directors’ fee pool limit, approved by shareholders which is currently $280,000. 

