Page 55 - Sundance Resources Ltd Annual Report 2013

SUNDANCE RESOURCES LIMITED ANNUAL REPORT 2013 53
directors’ report (continued)
FOR THE YEAR ENDED 30 JUNE 2013
12.2 Key Management Personnel (‘KMP’) details (continued)
With the exception of Mr Longley, who is engaged under consultancy arrangements, all Executives are
employed under contracts of employment.
12.3 Remuneration Policy
The Board has adopted a Remuneration Policy which ensures that its remuneration practices enable the
Company to:
• Provide reasonable remuneration to employees for the services they provide to the Company;
• Attract and retain employees with the skills required to effectively manage the operations and growth of
the business;
• Motivate employees to perform in the best interests of the Company and its stakeholders; and
• Ensure a level of equity and consistency across the Company.
The Remuneration Policy can be found on the Company Website and is reviewed annually.
The Nomination and Remuneration Committee is responsible for reviewing and making recommendations to the
Board on remuneration arrangements within the Company. The Committee assesses the appropriateness of the
nature and amount of emoluments of Key Management Personnel on an annual basis.
Non-Executive Directors
The overall level of annual Non-Executive Director fees is approved by shareholders in accordance with the
requirements of the Company’s Constitution and the Corporations Act. The Board decides on actual fees to be
received by individual Directors within the quantum approved by shareholders. In accordance with the resolution
passed at the Company’s annual general meeting on 24 November 2010, the maximum aggregate Directors’ fees
payable to all of the Company’s Non-Executive Directors remains fixed at $1,000,000 per annum (this fee pool
includes superannuation entitlements).
In setting the fees, the Board has regard to the rates payable by ASX listed entities of similar size, Director skills and
experience, the circumstances of the Company and the actual and expected workloads of the Directors.
Non-Executive Directors are remunerated by way of fees paid; including fees paid in recognition of acting as Chair
on Board committees, superannuation and, in certain circumstances, by way of shareholder approved equity issues.
Issues of equity to Non-Executive Directors will only occur where the Board believes it is in the best interests of the
Company to do so, in particular where such issues may reduce the amount of cash remuneration otherwise required
to be paid to attract the appropriate calibre of Directors, or in recognition of exceptional workload or circumstances.
Executives
The Company aims to align remuneration, including Key Management Personnel, with that of other comparable
ASX listed entities for roles at all levels of the Company. Remuneration comprises both fixed remuneration and
performance based (at risk) remuneration.
The proportion of an employee’s total remuneration that is at risk will increase with seniority of the role and with the
individual’s ability to impact the performance of the Company. At risk elements of total remuneration for Executives
may comprise both short term incentives as a reward for achievement of specific objectives during the calendar year
and long term incentives that align medium and long term shareholder interests.
Fixed Remuneration (base salary and superannuation)
Fixed remuneration is set having regard to the levels paid in comparable ASX listed entities at the time of recruitment,
Company position and performance and the individual’s experience or specialist skills and market demand for
particular roles. Taking into account these elements, typically the Company will broadly aim to pay between the 50th
and 75th percentile of comparable base salary market data. Consideration is given to the overall total remuneration
package of the employee when setting the remuneration package.
A review of fixed salary is conducted on an annual basis using independent market surveys.
Any increases in fixed salary are based on market movements, growth in role, Company position and performance
(including capacity to pay), remuneration history and individual performance.
12. REMUNERATION REPORT OVERVIEW (continued)