63 AGL Energy Limited Annual Report 2012 As the focus of the Board is the governance of and long-term  strategic direction of AGL, there is no direct link between non- executive Director remuneration and AGL’s short-term results. Non-executive Directors may choose to receive fees as a  combination of one or more of: Non-executive Directors are permitted to vary the components  of their fee entitlements at any time. No options have been granted to non-executive Directors over  any securities or interests of AGL or the consolidated entity. The Board conducted a review of its own performance, the  performance of individual Directors, and the performance  of the Board Committees during the last year. The fee structure for non-executive Directors, effective 1 January  2012, is as follows: This Directors’ Report is made in accordance with a resolution of  the Board of Directors and is signed for and on behalf of the Board  this 22nd day of August 2012. > Directed superannuation contributions.  Subject to minimum  contributions as required under SGC legislation, and maximum  tax deductible contributions under the Income Tax Assessment  Act, non-executive Directors may direct that some or all of their  fees be paid as contributions to a complying superannuation fund  of their choice. > AGL shares acquired under the AGL Share Purchase Plan. The Plan Trustee acquires AGL shares on-market at market  price during permitted trading periods. Details of the trading  periods are included in the AGL Securities Dealing Policy which  is available on AGL’s website. > Cash.  The balance of fee entitlements is paid in cash to the non- executive Directors in equal monthly amounts over the year. The following table shows AGL’s annual performance over the last  five years. Five year financial performance Year ended 30 June 2008 2009 2010 2011 2012 Statutory Profit ($m) 229.0 1,596.1 356.1 558.7 114.9 Statutory EPS in cents 1 50.9 346.6 76.8 118.5 23.8 Underlying Profit ($m) 341.0 378.8 428.9 431.1 482.0 Underlying EPS in cents 1 75.8 82.3 92.5 91.4 100.0 Dividends in cents 53.0 54.0 59.0 60.0 61.0 Increase/(decrease) in  share price (%) 1 (5.7) (5.9) 9.3 (0.3) 4.2 EBIT/Funds Employed  (%) 10.6 9.7 9.4 8.9 9.2 Adjusted EBIT/Funds  Employed (%) 2 n/a 10.8 11.3 10.5 11.6 TSR(%) 2 & 3 (5.9) 1.9 10.2 1.6 13.9 Approval of Directors’ Report Notes: 1. Restated for the bonus element of the one-for-six share rights issue completed in  June 2012. 2. Used since FY2010 to calculate Executives’ long-term incentives. See page 53 for details  for calculation. 3. Based on June VWAP in each financial year. Base Fee  $ Audit and Risk  Management  Committee  Fees  $ Other  Committee  Fees  $ Chairman of Board 440,000 – – Chairman of Committee 166,500 48,000 32,000 Director 166,500 24,000 16,000 Jeremy Maycock  Chairman