RFG Annual Report 2007 - Retail Food Group

Directors’ meetings
The following table sets out the number of Directors’ meetings (including meetings of Committees of Directors) held during the 2007 fi nancial
year and the number of meetings attended by each Director (while they were a Director or Committee member). During the fi nancial year,
14 Board meetings were held, four Audit and Risk Members Committee meetings, two Remuneration Committee meetings and two
Nomination Committee meetings.
Board of Directors
Nomination and Remuneration
Committee
Audit Committee
Directors Held Attended Held Attended Held Attended
Tony Alford 14 14 – – 4 4
Nigel Nixon 14 12 2 2 – –
John Cowley 14 14 2 2 4 4
Colin Archer 14 14 2 2 4 4
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Retail Food Group Annual Report
Directors’ Shareholdings
The following table sets out each Director’s relevant interest in shares, debentures, and rights or options in shares or debentures of the Company
or a related body corporate as at the date of this Report.
Directors
Fully Paid Ordinary
Shares No.
Executive Share Options
No.
Tony Alford 22,383,156 250,000
Nigel Nixon 5,293,229 201,000
John Cowley 51,175 161,100
Colin Archer 195,705 121,100
Remuneration report
Remuneration policy for Directors and executives
This report details the nature and amount of remuneration for each
Director of the Company and for the fi ve executives receiving the
highest remuneration.
The remuneration policy of the Company has been designed to
align Director and senior management objectives with shareholder
and business objectives and provides a fi xed remuneration component
and share options. The Board is of the belief that its remuneration
policy is appropriate and effective in retaining the most appropriate
and suitable executives and Directors to operate and manage the
economic entity, as well as create goal congruence between Directors,
senior management and shareholders.
The Board’s policy for determining the nature and amount of
remuneration for Directors, executives and senior management of
the Company is to ensure remuneration packages properly reward
Directors and senior management for their time, effort, experience
and length of service.
The executive Directors and executives receive a superannuation
guarantee contribution required by the government which is currently
9%, and do not receive any other retirement benefi ts. Some
individuals, however, have chosen to sacrifi ce part of their salary
to increase payments towards superannuation.
All remuneration paid to Directors and executives is valued at the cost
to the Company and expensed. Share options granted to Directors,
executives and management are valued using the Black-Scholes
option pricing model.
The Board policy is to remunerate non-executive Directors at market
rates for time, commitment and responsibilities. The Remuneration
Committee determines payments to the non-executive Directors
and aims to review their remuneration bi-annually, based on market
practice, duties and accountability. Independent external advice may
be sought when required.
The maximum aggregate amount of fees that can be paid to nonexecutive
Directors is subject to approval by shareholders at the
Annual General Meeting. The maximum amount which has been
approved by the Company’s shareholders for payment to nonexecutive
Directors is $400,000. Fees for non-executive Directors
are not linked to the performance of the economic entity. However,
to align Directors’ interests with shareholder interests, the Directors
are encouraged to hold shares in the Company and are granted
share options.