corporate governance statement (continued) The Board members and their attendance at meetings is outlined in the Directors’ Report. Senior members of management who specialise in each area also form part of the respective Committees. This policy governs the operations of the Remuneration and Nomination Committee. The Committee reviews and reassesses the policy at least annually and obtains the approval of the Board. Shareholder approval must be obtained in relation to the overall limit set for directors’ fees. The directors must set individual Board fees within the limit approved by shareholders. Further, shareholders must approve the framework for any equity schemes and if a director is recommended for being able to participate in an equity scheme, this participation must be approved by the shareholders. The Remuneration and Nomination Committee’s reward policy reflects its obligation to align executive directors’ and senior executive remuneration with shareholders’ interests and to engage appropriately qualified executive talent for the benefit of the group. The main principles of the policy are: Directors are entitled to have their indemnity insurance paid by the Company. Shareholders approve the maximum aggregate remuneration for non- executive directors. The Remuneration and Nomination Committee recommends the actual payments to directors and the Board is responsible for ratifying any recommendations if appropriate. The maximum aggregate directors’ fees approved for non-executive directors is currently $300,000. In accordance with ASX Principles 8 and 9, the Board have an established performance evaluation process which ensures that the performance of the Board, its Committees, each individual director and senior executives is assessed. The Board undertakes an annual assessment which is driven by the Chairman. This assessment occurred in December 2003 and will be conducted again in December 2004. The Chairman annually assesses the performance of the individual directors whilst the Chairman’s performance is reviewed by the Board. Details of the policies in relation to the Board and senior executive performance are available on the Company website. The details of the Directors’ and Officers’ remuneration are provided in the Directors’ Report under the heading “Directors’ and Officers’ Remuneration”. Performance Assessment 12. Remuneration Policies Overall Director Remuneration Executive Remuneration - Main Principles • Reward reflects the competitive global market in which the Company operates. • Individual reward should be linked to performance criteria. • Executives should be rewarded for both financial and non-financial performance. Executive Remuneration - Elements of Remuneration The executive’s total remuneration consists of the following: • Salary - each executive receives a fixed sum payable monthly in cash. Executives can re-allocate a portion of their cash salaries into fringe benefits at their election, as long as it is at no additional cost to the Company. • Bonus - each executive is eligible to participate in a bonus scheme if deemed appropriate. • Long Term Incentives - each executive may participate in share option schemes with the approval of shareholders. The Committee’s policy is that at each vesting date of the options, a review of the performance of an executive holding options must be undertaken to ensure that it is appropriate that the options can be vested. A recommendation must be forwarded to the Board and the Board must ratify the vesting of any options. • Other benefits - executives are eligible to participate in superannuation schemes. Non-Executive Remuneration - Main principles 37 The Company’s non-executive directors receive only fees (including statutory superannuation) for their services and the reimbursement of reasonable business related expenses. Non-executive directors are not entitled to participate in equity based remuneration schemes. Further, non-executive directors are not permitted to be provided with retirement benefits other than statutory superannuation. RESOLUTE MINING LIMITED 2004 ANNUAL REPORT