Annual Report - AWB Limited

AWB LIMITED Directors’ reportNon-executive director remunerationNon-executive director remuneration policyThe board’s focus is on strategic direction, long term corporate performance and the creation of shareholder value.The AWB Limited constitution requires that the remuneration of non-executive directors be by fixed sum and not a proportion of profits orrevenue. At the 2004 Annual General Meeting, shareholders determined that the maximum aggregate remuneration for non-executive directorsbe $1,200,000 per annum. The fixed fees (paid in cash) are determined by the board with assistance from the Nomination & RemunerationCommittee and external advisors.The following principles are applied in determining the amount of remuneration for non-executive directors:• the amount of time required for directors to consider board matters including preparation time;• acknowledgement of the personal risk borne as a company director;• a comparison with professional market rates of remuneration and those offered by comparable companies and external independent adviceas to appropriate levels to remain competitive with the market, having regard to companies of similar size and complexity; and• the desire to attract directors of a high calibre, with appropriate levels of expertise and experience.Non-executive directors do not receive equity-based remuneration or performance-based remuneration. Other than statutory superannuation,there are no other schemes for retirement benefits for non-executive directors. Table 2 details the elements comprising non-executive directorremuneration:Table 2 – Elements of non-executive director remuneration (amounts are inclusive of statutory superannuation)Director fees Committee Chair fees Other fees/benefits Post-employment benefitsCurrent fees per annum are: Current committee fees for• $90,000 for directorChairman of committee perannum are:• $225,000 for Chairman 1 • $25,000 for Chairman ofAudit Committee• $20,000 for Chairman ofRisk CommitteeDirectors are entitled to bereimbursed for all business relatedexpenses, including travel, as maybe incurred in the discharge oftheir duties.Superannuation contributionsare made on behalf of the nonexecutivedirectors at a rate of9% in accordance withthe company’s statutorysuperannuation obligations.The company does not payadditional benefits to nonexecutivedirectors upon theirretirement from office.1 The Chairman receives 2.5 times the amount paid to other directors to take into account the greater time commitment required.Table 3 - Non-executive director remuneration for the year ended 30 September 20082008 Short term benefits Post Employment benefitsNameCash salaryand fees BonusNonmonetarybenefits Other SuperannuationRetirementBenefits Total$ $ $ $ $ $ $Non-executive directorsBrendan Stewart (former Chairman -retired 22 October 2008) 211,717 - - - 13,283 - 225,000Steve Chamarette 53,670 - - - 36,330 - 90,000Brendan Fitzgerald 41,284 - - - 48,716 - 90,000Fred Grimwade (appointed 13 February 2008) 52,532 - - - 4,728 - 57,260Tony Howarth 75,138 - - - 14,862 - 90,000Xavier Martin (resigned 8 September 2008) 27,523 - - - 57,141 - 84,664Warrick McClelland (retired12 February 2008) 13,038 - - - 19,558 - 32,596Russell McKenzie (appointed 12 February2008, resigned 8 September 2008) 47,636 - - - 4,287 - 51,923Christopher Moffet (retired 12 February 2008) 29,905 - - - 2,691 - 32,596Colin Nicholl (appointed 12 February 2008,resigned 8 September 2008) 33,345 - - - 18,578 - 51,923Peter Polson (Chairman - from22 October 2008) 100,917 - - - 9,083 - 110,000John Simpson (retired 12 February 2008) 29,905 - - - 2,691 - 32,596Rodger Schirmer (appointed 12 February2008, resigned 8 September 2008) 36,193 - - - 15,730 - 51,923John Schmoll 33,505 - - - 81,495 - 115,000Total - Non-executive directors 786,308 - - - 329,173 - 1,115,48142 www.awb.com.au