dIRECTORS’ REPORT COnTInUEd A. Remuneration Policy The Board of Directors annually reviews remuneration of its Directors and executives aided by the Remuneration Committee.  Remuneration includes base salaries and equity-based bonuses and incentive schemes. The Board of Directors has established a Remuneration Committee which provides overview and recommendations on  recruitment, retention and termination policies and procedures for senior executives and the remuneration framework for  Directors. The Statement of Corporate Governance provides further information on the role of this committee. Non-Executive Directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically recommended  for approval by shareholders. As approved by shareholders at the Annual General Meeting held on 18 November 2010, the  maximum aggregate amount, including superannuation contribution, that may be paid to Non-Executive Directors of the Company  Where appropriate, information which is included in other parts of the financial statements is included in this Directors’ Report by reference. The Remuneration Report is set out under the following main headings: A. Remuneration policy (used to determine the nature and amount of remuneration). B. Details of remuneration. C. Service agreements. D. Share-based remuneration. E. Additional information. All of the above persons were also Directors or other executives during the previous financial year, except for Mr Clark Davey, Mr Edward Munks and Mr Juliano Macedo. Remuneration Report (Audited) The Remuneration Report forms part of this Directors’ Report. The information provided in the Remuneration Report has been  audited by the external auditor as required by Section 308(3C) of the  Corporations Act 2001 . The Remuneration Report sets out remuneration information for Karoon Gas Australia Ltd Executive Directors, Non-Executive  Directors, other key management personnel and the five highest remunerated executives of the Group and Company. The Directors and executives disclosed in the Remuneration Report during the financial year are as follows: Name  Position Directors  Mr Robert Hosking  Executive Chairman Mr Mark Smith  Executive Director and Exploration Director Mr Geoff Atkins  Independent Non-Executive Director Mr Clark Davey  Independent Non-Executive Director Mr Stephen Power  Non-Executive Director Other key management personnel (Group) Mr Scott Hosking  Company Secretary and Chief Financial Officer (Group) Mr Tim Hosking  Chief Executive Officer South America Mr Lino Barro  Engineering Manager Mr Edward Munks  Chief Operating Officer Other persons who are among the five highest paid remunerated Group and/or Company executives Mr Juliano Macedo  Executive Director of Karoon Petróleo & Gas SA 22 Karoon Gas Australia Ltd  Annual Report 2011