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## dIRECTORS’ REPORT COnTInUEd 

## Remuneration Report (Audited) 

The Remuneration Report forms part of this Directors’ Report. The information provided in the Remuneration Report has been audited by the external auditor as required by Section 308(3C) of the Corporations Act 2001 . 

The Remuneration Report sets out remuneration information for Karoon Gas Australia Ltd Executive Directors, Non-Executive Directors, other key management personnel and the five highest remunerated executives of the Group and Company. 

The Directors and executives disclosed in the Remuneration Report during the financial year are as follows: 

<img src='content_image/180298.jpg'>

All of the above persons were also Directors or other executives during the previous financial year, except for Mr Clark Davey, Mr Edward Munks and Mr Juliano Macedo. 

The Remuneration Report is set out under the following main headings: 

A. Remuneration policy (used to determine the nature and amount of remuneration). 

B. Details of remuneration. 

C. Service agreements. 

D. Share-based remuneration. 

E. Additional information. 

Where appropriate, information which is included in other parts of the financial statements is included in this Directors’ Report by reference. 

## A. Remuneration Policy 

The Board of Directors annually reviews remuneration of its Directors and executives aided by the Remuneration Committee. Remuneration includes base salaries and equity-based bonuses and incentive schemes. 

The Board of Directors has established a Remuneration Committee which provides overview and recommendations on recruitment, retention and termination policies and procedures for senior executives and the remuneration framework for Directors. The Statement of Corporate Governance provides further information on the role of this committee. 

Non-Executive Directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically recommended for approval by shareholders. As approved by shareholders at the Annual General Meeting held on 18 November 2010, the maximum aggregate amount, including superannuation contribution, that may be paid to Non-Executive Directors of the Company 

