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## Remuneration repor t (cont’d) 

## 4.2 Objectives 

The primary objective for the Remuneration Committee is to ensure the Company is able to retain and attract high calibre Non- Executive Directors. Non-Executive Directors are remunerated by way of fixed fees, including superannuation, and do not participate in remuneration programs designed to provide an incentive to Executive Directors and Executive KMP. 

Non-Executive Directors’ remuneration is independent of the Company’s earnings or growth in shareholder value to encourage Non- Executive Directors to perform their roles independently of Executive KMP. 

## 4.3 Terms of Appointment 

All Non-Executive Directors have letters of appointment detailing the terms under which they are engaged. The term of appointment for each is open-ended, subject to the provisions of the Corporations Act and the Company’s Constitution. Under the IOOF Holdings Ltd Constitution, one-third of Directors must retire from office each year and may seek re-election by shareholders at the AGM of the Company. 

## 4.4 Shareholdings of Non-Executive Directors 

<img src='content_image/269294.jpg'>

(1) Shares from changes during the year include shares purchased via the Non-Executive Director Deferred Share Purchase Plan. 

(2) The following shares (included in the holdings above) were held on behalf of the Non-Executive Directors (ie. indirect beneficially held shares) as at 30 June 2012: I Griffiths - 887,520; J Harvey - 12,506; K White - 80,000 and R Sexton - 23,197. 

(3) The balance as at 1 July 2011 represents Mr White’s initial interest in IOOF on appointment at 4 October 2011. 

