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Remuneration and Performance

Encouraging Enhanced Performance

The board discusses and reviews its performance.  The assessment and monitoring of the managing director is handled by the chairman or in the absence of a designated chairperson, discussed with the other Board members. Assessment and monitoring of senior managers is handled by the Executive Directors who report to the Board.

The Chairman is responsible, in the first instance, for monitoring the contribution of individual Directors and counselling them on any areas for improvement. The Board plays a similar role in respect of the Chairman’s performance.

Directors and senior management are encouraged to broaden their knowledge of the Company’s business and developments generally within the markets and sectors within which it operates by attendance at relevant seminars and conferences.  The Company meets the cost of such activities where appropriate.

Remunerate Fairly and Responsibly

The Board is responsible for remuneration policies and packages applicable to Board members and to other executives of the Company. The Board reviews:

• Remuneration and the conditions of service and of the managing director;
• Performance of the managing director and other executives;
• Remuneration policies of the Company;
• Proposals for new issues under, or changes to, the Company’s option plans;
• Succession plans for senior management;
• Other related matters.

Full details of remuneration policies and director and executive remuneration are set out in the Remuneration report contained within the annual report.  Since May 2005 executive directors receive fixed remuneration in the form of salary and statutory superannuation or where engaged through service companies, a fixed consulting fee per month.  In terms of long term incentive, shareholders have previously approved the grant of incentive options to directors.

Non-executive directors receive fees determined by the Board, but within the aggregate limit approved by Shareholders.  In addition, non-executive directors are also entitled, subject to prior shareholder approval to participate in option issues.  Such an approach is considered appropriate having regard for the size and nature of the Company and that the use of forms of non-cash remuneration assists in the preservation of the Company’s financial resources.

In view of the organisational structure of the Company there is no formal remuneration committee and accordingly the Company does not meet CGC Recommendation 9.2.