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Directors’ Report
(continued)
d) Non-executive directors’ remuneration structure
Fees and payments to non-executive directors (NEDs) reflect the demands which are made upon, and
the responsibilities of, these directors. NED fees are reviewed annually by the Board. When setting
changes to fees and other compensation for NEDs, the Board has taken the advice of independent
remuneration consultants to ensure NED fees are appropriate and in line with the market. The Chairman’s
fees are determined independently to the fees of NEDs and are based upon comparative roles in the
external market provided by independent remuneration consultants. The Deputy Chairman’s fees are also
determined independently to the fees of NEDs having regard to additional duties the Deputy Chairman
may be required to perform. NED fees have remained unchanged since 1 July 2010.
NEDs do not receive performance-based pay, however a salary sacrifice plan (AHG Executive Share Plan)
for directors and senior executives was approved by shareholders at the 2007 Annual General Meeting.
However, to date, it has not been utilised. If the Group elects to make the AHG Executive Share Plan
operable it will enable directors and senior executives to sacrifice a portion of their directors’ fees, salary,
bonus or commission, as the case may be, in exchange for shares in the Company.
NED fees are determined within an aggregate directors’ fee pool limit, which is periodically recommended
for approval by shareholders. The maximum director fee pool currently stands at $750,000 per annum and
was approved by shareholders at the 2010 Annual General Meeting.
The fees (including superannuation) that were applicable for the year ended 30 June 2012 are outlined in
the table below, and remain unchanged from the year ended 30 June 2011:
Chairman $170,000
Deputy Chairman $127,000
Other non-executive directors $87,200
Additional fees for special duties:
Audit and Risk Management Committee Chairman $14,500
Audit and Risk Management Committee Member $7,265
Remuneration and Nomination Committee Chairman $7,265
Remuneration and Nomination Committee Member $3,630
Strategy Committee Chairman $7,265
Strategy Committee Member $3,630
The Company makes superannuation contributions to meet the minimum level of superannuation
contributions required under any applicable legislation.
Payment of Expenses
In addition to remuneration, NEDs are entitled to receive reimbursement for travelling and other expenses
that they properly incur in attending directors’ meetings, attending any general meetings of the Company
or in connection with the Company’s business.
Payment for Extra Services
Any NED called upon to perform extra services or undertake any executive or other work for the Company
beyond his or her general duties, may be remunerated either by a fixed sum or a salary as determined
by the directors. This may be either in addition to or in substitution for the NED’s share in the usual
remuneration provided. No NED is currently being remunerated for services undertaken beyond their
general duties.
Effect of Cessation of Office
Under the Company’s Constitution, with the approval of the Company in general meeting, the directors
may, upon a director ceasing to hold office or at any time after a director ceases to hold office, whether
by retirement or otherwise, pay to the former director or any of the legal personal representatives or
dependents of the former director in the case of death, a lump sum in respect of past services of the
director of an amount not exceeding the amount either permitted by the Corporations Act 2001 or ASX
Listing Rules.
The Company may contract with any director to secure payment of the lump sum to the director, his or her
legal personal representatives or dependants or any of them, unless prohibited by the Corporations Act
2001 or the ASX Listing Rules. No such amounts were paid during the current financial year.
Financial Benefit
A director must ensure that the requirements of the Corporations Act 2001 are complied with in relation to
any financial benefit given by the Company to the director or to any other related party of the director.
The Company does not make loans to directors or provide guarantees or security for obligations
undertaken by directors except as may be permitted by the Corporations Act 2001.
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