28 DIRECTORS’ REPORT Meetings of directors The number of meetings of the company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended 30 June 2022, and the number of meetings attended by each director were: Full Board Audit, Risk & Governance Committee Remuneration & Nomination Committee Attended Held Attended Held Attended Held Iain Ross 11 11 3 3 3 3 Bryce Carmine 11 11 3 3 3 3 Steven Coffey 11 11 3 3 3 3 James Garner 11 11 - - - - Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee. Note: James Garner is not a member of the Audit, Risk and Governance Committee or the Remuneration and Nomination Committee, but attended all meetings as a guest. Remuneration report (audited) The remuneration report, which has been audited, outlines the Key Management Personnel (‘KMP’) remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations. KMP are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the group, directly or indirectly. The remuneration report is set out under the following main headings: • Principles used to determine the nature and amount of remuneration • Details of remuneration • Service agreements • Share-based compensation • Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration Remuneration philosophy Remuneration for Directors and Senior Executives is based on the overall objective of attracting and retaining people of high quality who will make a worthwhile contribution to the consolidated entity in the short, medium and long term, and thereby contribute to long term shareholder value. The Board and its Remuneration and Nomination Committee take a balanced position between the need to pay market rates to attract talent, and the financial resources of the consolidated entity, in determining remuneration. Non-Executive Directors remuneration The Constitution of the consolidated entity and the ASX listing rules specify that the aggregate remuneration of NonExecutive Directors shall be determined from time to time by General Meeting. The last determination for the consolidated entity was at the Annual General Meeting held on 7 November 2020 when the shareholders approved an aggregate remuneration of $700,000. Non-Executive Directors’ fees are reviewed periodically by the Board and are regularly compared with those of companies of comparable market capitalisation and stage of development. The Chairman’s fees are determined independently to the fees of other non-executive Directors based on comparative roles in the external market. The directors fees did not change during the financial year ended 30 June 2022 and no options were awarded.
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