DIRECTORS’ REPORTFor the year ended 30 June 2009Special responsibilitiesChairman of the BoardMember of the Remuneration, Audit and Health& Safety CommitteesInterest in shares and optionsMr Wise has a relevant interest in 6,463,724 fully paidordinary shares of the Company.Timothy J Lehany B.E., MBA, MAusIMMManaging Director and Chief Executive OfficerMr Lehany is a mining engineer with extensive operatingexperience over the past twenty years with a number ofmining companies, including Newcrest Mining and WMCLtd. His roles covered gold, base metal and nickel mines.At Newcrest Mining Limited, he played a key leadership rolein the implementation of a structured value-driven five yearplanning process that has greatly streamlined businessprocesses and enhanced Newcrest’s operational performance.Other current public company directorshipsNilFormer public company directorships in last 3 yearsNilSpecial responsibilitiesNilInterest in shares and optionsMr Lehany has a relevant interest in 770,000 fully paidordinary shares and holds 1,508,099 unlisted options toacquire fully paid ordinary shares, subject to performancehurdles, as detailed later in this Report.Douglas W Bailey BBus (Acc), CPA, ACISNon-Executive DirectorMr Bailey was the Chief Financial Officer of WoodsidePetroleum Ltd between 2002 and 2004 and previously,was an Executive Director of Ashton Mining Limited from1990 to 2000, including the last 3 years as Chief ExecutiveOfficer. He was also a Non-Executive Director of AuroraGold Ltd for the period 1993-2000.Other current public company directorshipsNilFormer public company directorships in last 3 yearsNilSpecial responsibilitiesChairman of the Audit CommitteeMember of the Remuneration CommitteeInterest in shares and optionsMr Bailey has a relevant interest in 138,777 fully paid ordinaryshares and 850,000 Convertible Notes of the Company.Barbara J Gibson B.Sc, FTSE, MAICDNon-Executive DirectorMs Gibson possesses a broad range of business managementexperience. Ms Gibson was formerly the General ManagerChemicals Group of Orica Limited, a member of the OricaGroup Executive and a Director of Incitec Pivot Limited.She is a Fellow of the Australian Academy of TechnicalSciences and Engineering, and is a recipient of the AustralianCentenary Medal in 2001 for service to Australian societyin medical technology.Other current public company directorshipsNuplex Industries LimitedPenrice Soda Holdings LimitedFormer public company directorships in last 3 yearsBiota Holdings LimitedSpecial responsibilitiesChair of the Remuneration CommitteeMember of the Health & Safety CommitteeInterest in shares and optionsMs Gibson has a relevant interest in 195,984 fully paidordinary shares of the Company.Phillip Lockyer M.Sc, AWASM, DipMETALLNon-Executive DirectorMr Lockyer is an experienced mining engineer and metallurgistwith over 40 years experience in the mineral industry withan emphasis on gold and nickel, in both underground andopen pit operations. Mr Lockyer was employed by WMCResources for 20 years, and as General Manager for WAwas responsible for that Company’s nickel division and goldoperations. Mr Lockyer also held the position of DirectorOperations for Dominion Mining Limited and Resolute Limited.Other current public company directorshipsFocus Minerals LimitedSwick Mining Services LimitedCGA Mining LimitedFormer public company directorships in last 3 yearsAmmtec LtdPerilya LimitedJubilee Mines LimitedSpecial responsibilitiesChairman of the Health & Safety CommitteeMember of the Audit CommitteeInterest in shares and optionsMr Lockyer has a relevant interest in 48,777 fully paidordinary shares of the Company.stbarbara.com.au – Annual Report 2009: 29
DIRECTORS’ REPORTFor the year ended 30 June 2009Information on Directors cont.Robert Rae B.Com (Hons), FAICDNon-Executive DirectorMr Rae is a Director and Partner of McClintock Associates, aprivate investment bank and advisory firm and has extensiveindustry and corporate experience. Mr Rae has held previousdirectorships within the mining industry, including PlutonicResources Limited, Ashton Mining Limited, WA DiamondTrust and Centralian Minerals Limited. Mr Rae is also a memberof the Salvation Army Advisory Board.Other current public company directorshipsMcClintock Associates Securities LimitedSHEM LimitedFormer public company directorships in last 3 yearsCentralian Minerals LimitedSpecial responsibilitiesMember of the Remuneration CommitteeMember of the Audit CommitteeInterest in shares and optionsMr Rae has a relevant interest in 174,286 fully paid ordinaryshares of the Company.Qualifications and experience of thecompany secretaryRoss Kennedy BComm, Grad.Dip – CompanySecretarial Practice, ACA, FTIA, MAusIMM, FAICD, ACISCompany SecretaryMr Kennedy has more than 23 years experience as a publiccompany secretary and has held a number of public companydirectorships in resources and technology companies. Hehas extensive experience in corporate management, includingrisk management, corporate governance, finance, accounting,commercial negotiations, takeovers, legal contracts, landmanagement, human resources, statutory complianceand public reporting.Meetings of DirectorsThe number of meetings of the Company’s Board of Directors and of each Board committee held during the year ended30 June 2009, and the numbers of meetings attended by each Director were:Audit remuneration Health & SafetyBoard committee committee committeeA B A B A B A BS J C Wise 13 14 4 4 6 6 4 4T J Lehany 5 5 – – – – – –E Eshuys 9 9 – – 4 4 3 3D W Bailey 14 14 4 4 6 6 – –B J Gibson 12 14 – – 5 6 4 4P C Lockyer 14 14 3 4 – – 4 4R Rae 12 14 3 4 6 6 – –A = Number of meetings attended.B = Number of meetings held during the time the Director held office or was a member of the committee during the year.Remuneration reportThe remuneration report is part of the Directors’ Report setout under the following main headings:A Principles used to determine the nature and amountof remunerationB Details of remunerationC Share-based compensationD Service agreementsThis report for the year ended 30 June 2009 was preparedby the Directors in accordance with the Corporations Act2001 for the Company and the consolidated entity. Informationregarding the compensation of individual directors andkey management personnel is required by CorporationsRegulations 2M3.03. Key Management personnel havethe authority and responsibility for planning, directing andcontrolling the activities of the Company and the Group.The key management personnel, excluding Non-ExecutiveDirectors, will be collectively referred to as senior executivesof the Company and the Group.30