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## Cardno Limited and its Controlled Entities for the year ended 30 June 2010 

## 10. Directors’ Meetings 

Attendance at Board meetings and Board Committee meetings for the year ended 30 June 2010 is set out below: 

<img src='content_image/162970.jpg'>

  not a member of this committee 

A = number of meetings attended. 

B = number of meetings held during the time the Director held office during the year or was a committee member. 

The Standing Due Diligence Committee was not required to meet during the year. The Board established a specific Due Diligence Committee in relation to the ENTRIX and ERI acquisitions and associated equity raising. 

## 11. REMUNERATION REPORT - AUDITED 

## Principles of Compensation 

Compensation levels for Directors and secretaries of the Company and relevant key management personnel of the consolidated entity are competitively set to attract and retain suitable qualified staff, reward the achievement of strategic objectives and achieve the broader outcome of creating value for shareholders. The remuneration structure takes into account: 

 the capability and experience of the Directors and Senior Executives; 

 the Directors’ and Senior Executives’ ability to control the performance of areas of the Company’s business; 

 the Company’s performance; and 

 the amount of incentives within each Director’s and Senior Executive’s remuneration. 

Total shareholder return is an essential element of the Company’s strategy, and the remuneration framework serves this aim by seeking to attract and retain high calibre executives. Since Cardno Limited was established in March 2004 the Company has exceeded the growth and profit targets set by the Board and this successful performance has been reflected in the remuneration of Executives. 

The Executive Director and Senior Executive Remuneration Policy is set out below: 

Cardno Limited seeks to set fair and market competitive remuneration for its Executive Directors and Senior Executives to ensure high performance and long-term commitment while taking into consideration the best interest of shareholders. Executive Directors and Senior Executives remuneration consists of fixed salary, potential Performance Equity Plan participation, discretionary cash bonuses and other benefits including superannuation and salary sacrificing. In determining the salary of Executive Directors and Senior Executives, an assessment of performance is completed and a review of the market is conducted. The Company takes into account the responsibilities of the individual’s position, the level of skill and experience as well as the Company’s business. 

If the employment of an Executive Director or Senior Executive is terminated, the Executive Director or Senior Executive may be entitled to receive from the employer pay in lieu of notice and compensation for employee entitlements such as annual leave and long service leave up to the termination date and by reference to the Executive’s remuneration. 

