COMPUTERSHARE ANNUAL REPORT 2008

No incentives, either short or long term, are paid to non-executive directors. Non-executive directors are not provided withretirement benefits other than statutory requirements. Non-executive directors are not eligible to participate in any of the Group’soption or share plans. Except for the Managing Director, no director may be in office for longer than three years without facingre-election. Please refer to Section 3 of the Corporate Governance Statement for further information on the Company’s re-electionprocess.02-13OverviewThe remuneration of non-executive directors for the period ending 30 June 2008 is detailed in the table on page 30 of this report.EXECUTIVE DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL REMUNERATIONOverviewThe objective of the Group’s reward framework is to ensure reward for performance is competitive and appropriate. Theremuneration framework also seeks to align executive directors and other key management personnel reward with the achievementof strategic objectives and the creation of shareholder value.The executive directors and other key management personnel pay and reward framework has a mix of fixed and variable pay, and,as far as the variable remuneration is concerned, a blend of short and long term incentives. Both short and long term incentives arediscretionary and are subject to both the Group and the individual meeting requirements agreed upon during the year.Terms and conditions of employmentThe executive directors are employed under open ended arrangements with the Group. C. Morris became Executive Chairman on16 November 2006. His appointment is subject to re-election by the Company’s shareholders at the Annual General Meeting inNovember 2008 and subsequently will be subject to re-election on the same rotating basis that applies to P. Maclagan and all of thenon-executive directors. W.S. Crosby became Managing Director of the Company under the Company’s Constitution effective at thisdate. Executive directors are not eligible for any special termination payments should their employment or directorships cease forany reason. They are entitled to vesting of awards under the Long Term Incentive (“LTI”) Plan and Deferred Long Term Incentive(“DLI”) Plan that were made prior to their appointment as director on the same terms as other key management personnel, asoutlined below.None of the other key management personnel are employed under contract arrangements with Computershare or its subsidiaries,although on termination of employment (except for cause) they are entitled to full vesting of existing awards under the LTI Plan inplace for key personnel, and partial vesting of awards under the DLI Plan, as well as any statutory entitlements in their respectivejurisdictions of employment.14-36Governance37-88FinancialsFixed remunerationThe objective of fixed remuneration is to provide a base level of remuneration which is appropriate to the position, the geographiclocation and that is competitive in the market. Fixed remuneration for executive directors and other key management personnel isreviewed annually by the Remuneration Committee. The process includes a review of Group and individual performance, relevantcomparative remuneration in the market and if necessary, external advice on policies and practices.Fixed remuneration includes base salary and superannuation arrangements and is not dependent on the satisfaction of aperformance condition.Several key management personnel also act as Company directors and secretaries for subsidiaries. No additional payments aremade in consideration for their activities as directors or secretaries of subsidiary companies within the Group.Fixed remuneration is available to be received in a variety of forms including cash and fringe benefits such as motor vehicle andcomputer hire plans on the same terms and conditions as all employees of the Group.89-92ReportsOther remunerationFrom time to time other key management personnel may be awarded discretionary shares in the Company as part of their totalremuneration package. For example, these awards may form part of a total relocation package or result from a change in rolewithin the Group. None of the key management personnel listed in the tables below received such an award in the period ending30 June 2008.Details of total executive director and other key management personnel remuneration are set out in the remuneration table onpage 30 of this report.Variable remunerationVariable remuneration – short term incentivesVariable remuneration for individual key management personnel comprises both short term and long term incentives and maybe paid in years in which the Group’s or the individual’s performance meets or exceeds agreed performance hurdles. Short termincentives have been awarded to key management personnel of the Group with the exception of executive directors who are noteligible to participate in the Group’s option or share plans.Short term incentives are designed to provide performance incentives which allow key management personnel to share the rewardsof the success of the Group. Actual short term awards are made to recognise the contribution of each individual to achieving theGroup’s agreed performance hurdles.93-96Further InformationPAGE 27