Page 9 of 80  Directors’ Report  Cardno Limited and its Controlled Entities for the year ended 30 June 2010  10. Directors’ Meetings  Attendance at Board meetings and Board Committee meetings for the year ended 30 June 2010 is set out  below:   not a member of this committee  A = number of meetings attended.  B = number of meetings held during the time the Director held office during the year or was a committee member.  The Standing Due Diligence Committee was not required to meet during the year. The Board established a specific Due  Diligence Committee in relation to the ENTRIX and ERI acquisitions and associated equity raising.  Compensation levels for Directors and secretaries of the Company and relevant key management personnel  of the consolidated entity are competitively set to attract and retain suitable qualified staff, reward the  achievement of strategic objectives and achieve the broader outcome of creating value for shareholders. The  remuneration structure takes into account:  Total shareholder return is an essential element of the Company’s strategy, and the remuneration framework  serves this aim by seeking to attract and retain high calibre executives. Since Cardno Limited was  established in March 2004 the Company has exceeded the growth and profit targets set by the Board and  this successful performance has been reflected in the remuneration of Executives. The Executive Director and Senior Executive Remuneration Policy is set out below:  Cardno Limited seeks to set fair and market competitive remuneration for its Executive Directors and Senior  Executives to ensure high performance and long-term commitment while taking into consideration the best  interest of shareholders. Executive Directors and Senior Executives remuneration consists of fixed salary,  potential Performance Equity Plan participation, discretionary cash bonuses and other benefits including  superannuation and salary sacrificing. In determining the salary of Executive Directors and Senior  Executives, an assessment of performance is completed and a review of the market is conducted. The  Company takes into account the responsibilities of the individual’s position, the level of skill and experience  as well as the Company’s business.  If the employment of an Executive Director or Senior Executive is terminated, the Executive Director or  Senior Executive may be entitled to receive from the employer pay in lieu of notice and compensation for  employee entitlements such as annual leave and long service leave up to the termination date and by  reference to the Executive’s remuneration.  the capability and experience of the Directors and Senior Executives;  the Directors’ and Senior Executives’ ability to control the performance of areas of the Company’s  business;  the Company’s performance; and the amount of incentives within each Director’s and Senior Executive’s remuneration.  11. REMUNERATION REPORT - AUDITED  Principles of Compensation  Board of  Directors  Audit, Risk &  Compliance  Committee  Remuneration  Committee  Nominations  Committee  No. of Meetings Held  A B A B A B A B A H Barnes  13  13  4  4  4  4  A D Buckley  13  13  2 2 P J Cosgrove 13 13 2 2 J I Forbes 13 13 T C Johnson  13  13  4  4  I J Johnston  13  13  4  4  4  4  2  2  J C Massey  13  13  1  1  4  4  2  2  G G Tamblyn  12  13 