REMUNERATION COMMITTEE  (continued) EXECUTIVE COMMITTEE CORPORATE GOVERNANCE COMMITTEE 31 ANNUAL REPORT 2014 – Promote an environment within the Company and the Group where good  governance continues to be part of the fabric and culture of the Group; – Promote consistency with the ASX Recommendations where appropriate  to the circumstances of the Company and to explain any departures from  these ASX Recommendations; – Monitor and promote effective communication with shareholders and  other stakeholders including the operation of the Company’s Continuous  Disclosure Policy; – Review the Company’s code of conduct and corporate governance  compliance. – Treasury responsibility including advising the Board on liquidity,  currency and interest rate risk and credit policies; and – External communication with the investment community and external  stakeholders; – Review cash flow projections, banking mandates, covenant compliance,  and gearing; – Establishment of committees to monitor and report on all aspects of risk  management including insurance, environmental issues and health and  safety matters; – Approval and monitoring of capital expenditure, capital management,  acquisitions and divestitures, and approval of contracts up to  A$10 million (excluding any new business of strategic importance or  direction to the Company regardless of size); – Implementation of operating plans and budgets by management and  monitoring progress against budget as well as monitoring all significant  areas of the business; – Development of the strategic plan which encompasses the Company’s  vision, mission and strategy statements and stakeholders’ needs; The Executive Committee and various Divisional Boards of the Company’s  subsidiaries and associated entities derive their mandate and operate in  accordance with the Group’s formal Delegation of Authority documents.  The Delegation of Authority documents are reviewed and updated as  required on an annual basis, with major changes approved by the Board  upon the recommendation of the Company’s Corporate Governance  Committee. The Committee comprises all Executive Directors of the Company and  specified corporate management nominated by the Co-CEOs from time to  time. All members of the Executive Committee are the Company’s specified  Key Management Personnel for the purposes of the Corporations Act  definition. The Committee meets on an as required basis. During the financial year the members of the Executive Committee were: The Company introduced a Corporate Governance Committee in 2012 which  comprises three Independent Non-executive Directors, the Chair of which  may not be the Chair or Co-Chair of the Board or of the Audit & Risk  Committee. The Committee meets at least three times per year. In accordance with its charter, the Committee’s primary role and purpose is to  provide oversight on behalf of the Board to ensure the Company and the VRL  group of companies have appropriate governance structures and procedures  in place, whilst noting that all members of the Board have collective  accountability for the good governance of the Company and the Group. The Committee’s objectives include the review of the Company’s existing  corporate governance framework and recommending any desired  changes to: The various share and option entitlements of all Directors and any changes  to those holdings are advised to ASX in accordance with the Listing Rules and  Corporations Act 2001 requirements and are set out in the Directors’ Report. In addition, the Company encourages Executive and Non-executive  Directors to hold shares in the Company. Subject to any necessary  approvals as may be required by law or ASX Listing Rules, Directors may be  invited from time to time to participate in equity plans offered by the  Company. In March 2011 shareholders approved the Directors’ Share Plan,  which was renewed at the Company’s 2013 annual general meeting, which  enabled all or a specified portion of Director’s Fees to be sacrificed into  shares in the Company. The shares are allotted based on the weighted  average share price applicable during the first week of the third month of  each quarter. The Company does not have, and never has had, a retirement benefit  scheme for Non-executive Directors, other than any individual statutory  superannuation benefits which are included as part of their total Director’s  Fee remuneration. During the year, Non-executive Directors received $100,000 per annum,  payable quarterly in arrears, and were paid $20,000 per annum for each  Board Committee on which they served, other than for the Nomination  Committee whose members were paid $10,000 per annum. Board  Committee Chairs are paid an additional $10,000 per annum and the Lead  Independent Director and Deputy Chairman are paid an additional $30,000  per annum in recognition of their increased workload. Non-executive  Directors may also receive additional fees for serving on Boards of  subsidiary companies. The total cash remuneration of Non-executive Directors (being Directors’  Fees paid to anyone not in an Executive capacity), is distinguished from that  of Executive Directors and is approved in aggregate by shareholders in  general meeting from time to time. The aggregate Non-executive Director  fee pool was set at $1.3 million per annum at the Company’s 2012 annual  general meeting. The key functions and responsibilities of the Executive Committee include: The Executive Committee monitors and reports on the major risks affecting  each business segment and develops, subject to approval of the full Board,  strategies to mitigate these risks. The Executive Committee deals with all  other matters apart from those matters specifically reserved for the Board,  or its Audit & Risk Committee, Corporate Governance Committee,  Nomination Committee and Remuneration Committee. The Co-Chief Executive Officers and senior executives have the opportunity  to participate in the Company’s bonus scheme where specified criteria are  met based on achievement of key individual executive performance criteria  and Company performance in relation to profitability, cash flow and other  performance indicators. The Co-CEOs can earn a performance bonus, which  is capped at $1 million per annum, being a maximum of $500,000 each. The Company considers that the remuneration paid to Directors and senior  executives is reasonable and fair having regard to comparable companies  and the performance and responsibilities of each respective Director and  senior executive. When there is a material or significant variation in the contractual or  compensation arrangements of the Company’s Executive Directors, as  appropriate, this is promptly disclosed to ASX under the Company’s  Continuous Disclosure Policy. The Committee meets at least twice per year. During the financial year the Remuneration Committee comprised the  following members with their respective appointment dates: During the financial year the Corporate Governance Committee comprised  the following members with their respective appointment dates: – Ensure that shareholders’ rights are respected and protected; – Ensure the various policies, practices and procedures are consistent  with the Company’s core values; – Review and report to the Board on appropriate protocols and processes  for decision making by the Board, and ensuring the Board considers  material investments, acquisitions or divestitures and in particular the  practices and procedures for dealing with any real or perceived conflict  of interest; – Ensure the appropriate delegation of authorities are in place to support  sound decision making processes that complement the Company’s  mission statement; and – Provide a forum for the Company to consider and address as required any  emerging governance trends or legislative changes in a timely manner. Name Role Appointed David J. Evans Chair, Independent Director May 2012 Peter D. Jonson Independent Director May 2012 Timothy M. Antonie Independent Director May 2012 Name Role Appointed Peter D. Jonson Chair, Independent Director July 2007 D. Barry Reardon Independent Director August 1999 Timothy M. Antonie Independent Director December 2010 Name Title Notes Graham W. Burke Co-Chair & Co-CEO Chair, formerly CEO to  29 November 2013 Robert G. Kirby Co-Chair & Co-CEO Formerly Executive Chairman  to 29 November 2013 Julie E. Raffe Finance Director Formerly Chief Financial  Officer to 15 May 2012 Simon T. Phillipson General Counsel Clark J. Kirby Chief Operating Officer Formerly Director Business  Development & Strategy to  15 May 2012 David Kindlen Chief Information  Officer CLOSE FILE X