Cellmid 2017 Annual Report
22
DIRECTORS’
REPORT
CONTINUED
Remuneration structure
In accordance with best practice corporate governance, the structure of non executive director
and senior executive remuneration is separate and distinct.
Non executive director remuneration
Objective
The Board seeks to set aggregate remuneration at a level that provides the Group with the ability to attract and retain directors of
the highest calibre, while incurring costs that are acceptable to shareholders.
Structure
Each Non executive director receives a fixed fee for being a Director of the Group.
The Constitution and the ASX Listing Rules specify that the maximum aggregate remuneration of Non executive directors shall
be determined from time to time by a general meeting of shareholders. At the general meeting of shareholders in 2005, the
maximum amount was set at $300,000 per annum. In 2017, the Group paid Non executive directors a total of $171,175 ($222,757
in 2016).
The amount of aggregate remuneration sought to be approved by shareholders and the fixed fees paid to directors are reviewed
annually. The Board considers fees paid to non executive directors of comparable companies when undertaking the review.
Executive remuneration
Objective
The Group aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities
within the Group and so as to:
• reward executives for Group and individual performance against targets set by reference to appropriate benchmarks;
• align the interests of executives with those of shareholders; and
• ensure total remuneration is competitive by market standards.
Structure
A policy of the Board is the establishment of employment or consulting contracts with the Chief Executive Officer and other senior
executives. Remuneration consists of fixed remuneration under an employment or consultancy agreement and may include long
term equity based incentives that are subject to satisfaction of performance conditions. Details of these performance conditions
are outlined in the equity based payments section of this remuneration report. The equity based incentives are intended to retain
key executives and reward performance against agreed performance objectives.
Fixed remuneration
The level of fixed remuneration is set so as to provide a base level of remuneration that is both appropriate to the position and
competitive in the market. Fixed remuneration is reviewed annually by the Board and the process consists of a review of Group
wide and individual performance, relevant comparative remuneration in the market, and internal and (where appropriate) external
advice on policies and practices.