## 2. BOARD OVERSIGHT OF REMUNERATION 

## REMUNERATION COMMITTEE 

The Remuneration Committee is responsible for making recommendations to the Board on the remuneration arrangements for non-executive directors and executives. 

The Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of non- executive directors and executives on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high performing director and executive team. 

## REMUNERATION APPROVAL PROCESS 

The Board approves the remuneration arrangements of the Managing Director and executives and all awards made under the long-term incentive plan, following recommendations from the remuneration committee. The Board also sets the aggregate remuneration of non-executive directors which is then subject to shareholder approval. 

The remuneration committee approves, having regard to the recommendations made by the Managing Director, the level of the Consolidated Entity’s short-term incentive pool. 

## REMUNERATION STRATEGY 

The Company’s remuneration strategy is designed to attract, motivate and retain employees and non-executive directors by identifying and rewarding high performers and recognising the contribution of each employee to the continued growth and success of the Consolidated Entity. 

To this end, the company embodies the following principles in its remuneration framework: 

• retention and motivation of key executives; 

• attraction of quality management to the Company; and 

• performance incentives which allow executives to share the rewards of the success of the Company. 

## REMUNERATION STRUCTURE 

In accordance with best practice corporate governance, the structure of non-executive director and senior executive remuneration is separate and distinct. 

## 3. NON-EXECUTIVE DIRECTOR REMUNERATION ARRANGEMENTS 

## REMUNERATION POLICY 

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. 

The amount of aggregate remuneration sought to be approved by shareholders and the fee structure is reviewed annually against fees paid to non-executive directors of comparable companies. The Board considers advice from external consultants as well as the fees paid to non-executive Directors of comparable companies when undertaking the annual review process. 

The Company’s constitution and the ASX listing rules specify that the non-executive director fee pool shall be determined from time to time by a general meeting. The last determination was at the annual general meeting held on 24 November 2009 when shareholders approved an aggregate fee pool of $200,000 per year. 

The board will not seek any increase for the non-executive director pool at the 2011 annual general meeting. 

