Cellmid 2017 Annual Report 25

Relationship between remuneration policy and company performance

The proportion of remuneration linked to performance and the proportion that is ﬁxed is as follows:

Service agreements

The remuneration of the Chief Executive Ofﬁcer, Maria Halasz, was restructured during the period to better reﬂect the activities of

the two business units within the Group.

On 1 July 2016 a new service agreement was signed between the Group and Maria Halasz. Pursuant to this service agreement

Maria Halasz’s salary component with the Group was reduced, and two consulting agreements, one with Lyramid Limited and one

with Advangen Limited, were signed by Direct Capital Group Pty Ltd, a company associated with Ms Halasz.

The above arrangement is covered under one service agreement and the conditions are as follows:

• The remuneration for Ms Halasz is ﬁxed, however, at the discretion of the Board and subject to prior approval by shareholders,

she may receive performance based incentives in the future.

• The duration of the service agreement is 3 years.

• No leave and superannuation entitlement accrue in relation to the consulting agreements with Direct Capital Group Pty Ltd.

• Ms Halasz may resign from her position and thus terminate the service agreement, including the consulting agreements with

Direct Capital Group Pty Ltd, by giving six months’ written notice. On resignation any unvested options will be forfeited.

• The Group may terminate the employment agreement, including the consulting agreements with Direct Capital Group Pty Ltd,

by providing six months’ written notice or providing payment in lieu of the notice period (based on the ﬁxed component of Ms

Halasz’s remuneration).

• The Group may terminate the contract at any time without notice if serious misconduct has occurred. Where termination with

cause occurs, the CEO is only entitled to that portion of remuneration which is ﬁxed, and only up to the date of termination.

2017 2016 2017 2016 2017 2016

% % % % % %

Directors

David King 100.00 100.00 - - - -

Maria Halasz 100.00 86.65 - - - 13.35

Bruce Gordon 100.00 100.00 - - - -

Fintan Walton 100.00 100.00 - - - -

Fixed remuneration At risk STI At risk LTI