The Company’s Constitution provides that, at each Annual General Meeting of the shareholders, one third of the Directors  (excluding the Managing Director) must resign, with Directors resigning by rotation based on the date of their appointment.  Directors resigning by rotation may offer themselves for re-election. This procedure ensures that no Director can serve for more  than three years without being re-elected. Mr Clark Davey was appointed during the financial year. The Board of Directors has adopted a Selection and Appointment of Directors Policy which can be found on the Company’s website. The Remuneration Committee is responsible for the review of and recommendation to the Board of Directors on: The Company’s remuneration policy is designed to ensure that: The Remuneration Committee consists of: Mr Geoff Atkins (Chairman) Mr Clark Davey Mr Stephen Power The record of attendance for each of the members of the Remuneration Committee is set out in the Directors’ Report of the  Annual Report. Recommendation 8.2 of the revised Corporate Governance Council Principles recommends that the Remuneration Committee  be structured so that it: The Company fully complies with Recommendation 8.2. A copy of the Remuneration Committee Charter can be found on the Company’s website at www.karoongas.com.au. As an overall policy, the Company will remunerate in such a way that it motivates Directors and employees to pursue the long  term growth and success of the Company within an appropriate control framework that demonstrates a clear relationship between  key executive performance and remuneration. The Remuneration Committee is responsible for executive remuneration and  making recommendations to the Board of Directors. Executive remuneration is set by the Board of Directors and may contain salary, bonuses and ESOP options. Non-Executive Directors are remunerated by way of Directors’ fees in the form of cash and superannuation contribution at market  levels, as well as non-performance related share option incentives. Remuneration Policy  Remuneration Committee • the Company’s recruitment, retention and termination policies and procedures for senior executives; • senior executives’ remuneration and incentives; • superannuation arrangements; and • the remuneration framework for Directors. • remuneration is kept competitive in order to attract and retain talented and motivated employees and Directors to Karoon; • there is a clear relationship between performance, responsibility and remuneration; and • a performance evaluation process is created to monitor the Board of Directors and senior executives. • consists of a majority of Independent Directors; • is chaired by an Independent Director; and • has at least three members. 87 Karoon Gas Australia Ltd  Annual Report 2011