2. BOARD OVERSIGHT OF REMUNERATION REMUNERATION COMMITTEE REMUNERATION APPROVAL PROCESS REMUNERATION STRATEGY REMUNERATION STRUCTURE 3. NON-EXECUTIVE DIRECTOR REMUNERATION ARRANGEMENTS REMUNERATION POLICY The Remuneration Committee is responsible for making recommendations to the Board on the remuneration  arrangements for non-executive directors and executives. The Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of non- executive directors and executives on a periodic basis by reference to relevant employment market conditions  with the overall objective of ensuring maximum stakeholder benefit from the retention of a high performing  director and executive team. The Board approves the remuneration arrangements of the Managing Director and executives and all awards  made under the long-term incentive plan, following recommendations from the remuneration committee. The  Board also sets the aggregate remuneration of non-executive directors which is then subject to shareholder  approval. The remuneration committee approves, having regard to the recommendations made by the Managing Director,  the level of the Consolidated Entity’s short-term incentive pool. The Company’s remuneration strategy is designed to attract, motivate and retain employees and non-executive  directors by identifying and rewarding high performers and recognising the contribution of each employee to the  continued growth and success of the Consolidated Entity. To this end, the company embodies the following principles in its remuneration framework: •  retention and motivation of key executives; •  attraction of quality management to the Company; and •  performance incentives which allow executives to share the rewards of the success of the Company. In accordance with best practice corporate governance, the structure of non-executive director and senior  executive remuneration is separate and distinct. The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract  and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. The amount of aggregate remuneration sought to be approved by shareholders and the fee structure is reviewed  annually against fees paid to non-executive directors of comparable companies. The Board considers advice  from external consultants as well as the fees paid to non-executive Directors of comparable companies when  undertaking the annual review process. The Company’s constitution and the ASX listing rules specify that the non-executive director fee pool shall be  determined from time to time by a general meeting. The last determination was at the annual general meeting  held on 24 November 2009 when shareholders approved an aggregate fee pool of $200,000 per year. The board will not seek any increase for the non-executive director pool at the 2011 annual general meeting. 30  DIRECTORS’ REPORT