ASX ANNOUNCEMENT Bega Cheese Limited ... - Open Briefing

Directors’ Report (cont.)
Year Ended 30 June 2011
Executive Duties
The following principles apply to the remuneration of the Executive Chairman for executive duties:
� A set base salary which is adjusted down for any fees the Executive Chairman may earn from his role as Director
with related organisations and dairy industry entities.
� An at risk short-term incentive amount subject to the achievement of agreed outcomes.
Non-executive Duties
The remuneration of the Executive Chairman, in his capacity as a Director on the Board with non-executive
responsibilities, for each of the years ending 30 June 2010 and 2011 was the amount as approved by the
shareholders, being:
Name Allowance and Period
2011 2010
$ $
Barry Irvin Chairman’s Allowance Bega Cheese (1) 52,160 52,160
Directors’ Allowance Bega Cheese (1) 24,963 24,963
Superannuation on Allowances (2) 6,941 6,941
T otal Non-executive related Directors Fees and Superannuation 84,064 84,064
(1) Directors fees include a Directors Allowance, plus an additional allowance as the Chairman. The shareholders of the
Company approved the Directors fees (including the Chairman’s Allowance) on 31 October 2008. The Directors’ fees paid
to the Chairman for his non-executive responsibilities did not change during the year ended 30 June 2011.
(2) 9% Superannuation is payable in addition to the Chairman’s Allowance and Directors Allowance.
Non-Executive Chairman of Tatura Milk
In addition to his remuneration as Executive Chairman of the Company, Barry Irvin is also paid by Tatura Milk a
Director’s fee and Chairman’s allowance for his role as Non-executive Chairman of that entity. The total
remuneration of all the Directors of Tatura Milk is specified in its Constitution to not exceed $225,000 per annum. In
accordance with the agreement of the Directors of Tatura Milk as to the split of Director’s fees, Barry Irvin is paid
$40,000 per annum (plus superannuation at 9%) by Tatura Milk for his services as Non-executive Chairman of that
entity.
Remuneration of the CEO of Bega Cheese
Aidan Coleman was appointed CEO on 10 May 2011 under a specific service agreement. The remuneration of the
CEO of the Company was determined by the Board having regard to independent advice. The following principles
apply to the remuneration of the CEO:
� A set base annual salary of $542,500.
� An at risk short term incentive amount subject to the achievement of agreed outcomes of up to $232,500.
� As part of his service agreement with the Company, Aidan Coleman will benefit from a long term incentive
scheme (Coleman LTI) which is to be linked to the market price of Bega Cheese shares. At 30 June 2011 the
final details of the Coleman LTI were not resolved, as listing of the Company on the ASX was a condition
precedent to this entitlement. Subsequent to 30 June 2011 and the Company listing on the ASX, the
Remuneration and Nomination Committee sought independent advice as to the form and structure the Coleman
LTI should take, with the objective being to clearly define that element of Aidan Coleman’s remuneration as soon
as practicable. As at 30 June 2011, the Company has disclosed $9,649 as the cost of the Coleman LTI for the
period from 10 May 2011 to 30 June 2011. This cost is an estimate only, based on probabilities of future
movement in the market value of shares in the Company and assumptions as to the final structure of the
Coleman LTI.
Bega Cheese Limited 2011 Annual Report 12