INSTRUCTIONS - Realview

DIRECTORS’ REPORTFor the year ended 30 June 2009Remuneration report cont.D Service agreementsRemuneration and other terms of employment for theManaging Director and CEO and the senior executivesare formalised in service agreements. These agreementsprovide, where applicable, for the provision of performancerelated cash bonuses, other benefits including allowances,and participation in the St Barbara Limited Executive Optionand Employee Option Plans. Other major provisions of theagreements relating to remuneration are set out below.All contracts with senior executives may be terminated earlyby either party giving the required notice and subject totermination payments as detailed below.T J Lehany – Managing Director & CEO• Term of agreement – permanent employeecommencement 2 March 2009.• Payment of a termination benefit or early terminationby the Company, other than for serious misconduct orserious breach of duty:(a) Where 6 months notice of termination is given; anadditional 6 months base salary and superannuationpayment, and any entitlement to a “stretchperformance” payment plus an amount equivalent tosix months of notional “target performance” payment(at the discretion of the Board); or(b) Where notice of immediate termination is given,12 months base salary and superannuation, plus anamount equivalent to 12 months of a notional “targetperformance” payment (at the discretion of theBoard).M Reed – Chief Operating Officer• Term of agreement – Twelve month fixed term contractcommencing 12 January 2009.• Payment of a termination benefit on early termination bythe company, other than for gross misconduct, equal to 3months base salary and superannuation.G Campbell-Cowan – Chief Financial Officer• Term of agreement – permanent employeecommencement 11 September 2006.• Payment of a termination benefit on early termination bythe Company, other than for gross misconduct, equal to6 months base salary and superannuation.R Kennedy – General Manager Corporate Services/Company Secretary• Term of agreement – permanent employeecommencement 29 September 2004.• Payment of a termination benefit on early termination bythe Company, other than for gross misconduct, equal to6 months base salary and superannuation.A McArthur, Acting General Manager Exploration• Term of agreement – permanent employeecommencement 19 June 2006.• Payment of a termination benefit on early terminationby the Company, other than for gross misconduct, equalto 6 months base salary and superannuation.Loans to Directors and executivesThere were no loans to Directors or executives duringthe year.Auditor independenceA copy of the Auditor’s Independence Declaration requiredunder section 307C of the Corporations Act 2001 is set outon page 42. The Directors are satisfied that the provision ofthese services did not impair the auditor’s independence.Indemnification and insurance of officersThe Company indemnifies all Directors of the Companynamed in this report, and a number of former Directors(including Mr Richard Knight, Mr Hank Tuten, Mr MarkWheatley and Mr Eduard Eshuys) and current and formerexecutive officers of the Company and its controlled entitiesagainst all liabilities to persons (other than the Company ora related body corporate) which arise out of the performanceof their normal duties as Director or executive officer, unlessthe liability relates to conduct involving bad faith. The Companyalso has a policy to indemnify the Directors and executiveofficers against all costs and expenses incurred in defendingan action that falls within the scope of the indemnity andany resulting payments.During the year the Company paid an insurance premiumfor Directors and Officers Liability and Statutory Liabilitypolicies. The contract of insurance prohibits disclosure ofthe amount of the premium and the nature of the liabilitiesinsured under the policy.During the year the Company also paid the premium ona Personal Accident insurance policy on behalf of directors,to insure them for travel while on Company business.Proceedings on behalf of the companyNo person has applied to the Court under section 237 ofthe Corporations Act 2001 for leave to bring proceedings onbehalf of the Company, or to intervene in any proceedingsto which the Company is a party, for the purpose of takingresponsibility on behalf of the Company for all or part ofthose proceedings.No proceedings have been brought or intervened in onbehalf of the Company with leave of the Court undersection 237 of the Corporations Act 2001.42