ANNUAL REPORT - Ashburton Minerals
ANNUAL REPORT - Ashburton Minerals
ANNUAL REPORT - Ashburton Minerals
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Directors’ Report<br />
Remuneration Report<br />
This report details the nature and amount of remuneration for<br />
each Director of <strong>Ashburton</strong> <strong>Minerals</strong> Ltd.<br />
Remuneration Policy<br />
The remuneration policy of <strong>Ashburton</strong> <strong>Minerals</strong> Ltd has<br />
been designed to align director and executive objectives<br />
with shareholder and business objectives by providing a<br />
fixed remuneration component and offering specific longterm<br />
incentives based on key performance areas affecting<br />
the Economic Entity’s financial results. The Board of<br />
<strong>Ashburton</strong> <strong>Minerals</strong> Ltd believes the remuneration policy to<br />
be appropriate and effective in its ability to attract and retain<br />
appropriate executives and directors to run and manage the<br />
Economic Entity, as well as create goal congruence between<br />
directors, executives and shareholders.<br />
The Board’s policy for determining the nature and amount of<br />
remuneration for board members and senior executives of the<br />
Company is as follows:<br />
The remuneration policy, setting the terms and conditions<br />
for the executive directors and other senior executives,<br />
was developed and approved by the board.<br />
Non-executive directors, executive directors and senior<br />
executives receive a base salary (which is based on<br />
factors such as length of service and experience), which<br />
is calculated on a total cost basis and includes any<br />
FBT charges related to employee benefits including<br />
motor vehicles, as well as employer contributions to<br />
superannuation funds.<br />
Executive directors can be employed by the Company<br />
on a consultancy basis, on board approval, with<br />
remuneration and terms stipulated in individual<br />
consultancy agreements.<br />
The board reviews executive packages annually by<br />
reference to the Company’s performance, executive<br />
performance and comparable information from industry<br />
sectors and other listed companies in similar industries.<br />
In addition external consultants may be used to provide<br />
analysis and advice to ensure the directors and senior<br />
executives’ remuneration is competitive in the market<br />
place.<br />
Directors and senior executives receive a superannuation<br />
guarantee contribution required by the government,<br />
which is currently 9%, and do not receive any other<br />
retirement benefits. Some individuals, however, may<br />
choose to sacrifice part of their salary to increase<br />
payments towards superannuation.<br />
All remuneration paid to directors and executives is<br />
valued at the cost to the Company and expensed.<br />
Shares given to directors and executives are valued<br />
as the difference between the market price of those<br />
shares and the amount paid by the director or executive.<br />
Options are valued using the Black-Scholes methodology.<br />
The board policy is to remunerate non-executive directors<br />
at market rates for comparable companies for time,<br />
commitment and responsibilities. The Board determines<br />
payments to the non-executive directors and reviews their<br />
remuneration annually, based on market practice, duties<br />
and accountability. Independent external advice is sought<br />
when required. The maximum aggregate amount of fees<br />
that can be paid to non-executive directors is subject to<br />
approval by shareholders at the Annual General Meeting.<br />
Fees for non-executive directors are not linked to the<br />
performance of the Economic Entity. The Directors are<br />
not required to hold any shares in the Company under the<br />
Constitution of the Company, however, to align directors’<br />
interests with shareholder interests, the directors are<br />
encouraged to hold shares in the Company.<br />
The Board believes that it has implemented suitable practices<br />
and procedures that are appropriate for an organisation of<br />
this type and size.<br />
Remuneration Committee<br />
During the year ended 30 June 2007, the Economic Entity did<br />
not have a separately established nomination or remuneration<br />
committee. Considering the size of the Economic Entity<br />
and the number of directors, the Board is of the view that<br />
these functions could be efficiently performed with full Board<br />
participation.<br />
12<br />
<strong>Ashburton</strong> <strong>Minerals</strong> Ltd 2007