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Whitehaven Coal Limited : Annual Report 2009
26 Senior management has reported to the Audit and Risk Management Committee and the Board on the effectiveness of the management of the business risks faced by Whitehaven during the 2009 financial year. The Board has also received assurance from the Managing Director and the Chief Financial Officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control, and that the system is operating efficiently and effectively in all material respects in relation to financial reporting risks. Principle 8 Remunerate fairly and responsibly Whitehaven's remuneration policy and practices are designed to attract, motivate and retain high quality people. The policy is built around the following principles: • remuneration being competitive in the markets in which the Company operates • remuneration being linked to Company performance and the creation of shareholder value • a proportion of remuneration to be dependent upon performance against key business measures, both financial and non-financial Whitehaven has a Remuneration and Nominations Committee whose responsibilities include considering the Company's remuneration strategy and policy and making recommendations to the Board that are in the best interests of the Company and its shareholders. The Committee is comprised of a majority of independent Directors, is chaired by an independent Director and has three members. Due to the number of Board meetings during the 2009 financial year, the functions of the Committee were carried out by the Board. The Remuneration and Nominations Committee has a formal charter which sets out its roles and responsibilities, composition structure and membership requirements. A copy of this charter can be viewed on Whitehaven's website. The remuneration of non-executive Directors is fixed by way of cash and superannuation contributions. Non-executive Directors do not receive any options, bonus payments or other performance related incentives, nor are they provided with any retirement benefits other than superannuation. More information relating to the remuneration of non-executive Directors and senior managers is set out in the Remuneration Report on pages 27 to 34. As required by the Corporations Act, a resolution that the Remuneration Report be adopted will be put to the vote at the Annual General Meeting, however, the vote will be advisory only and will not bind the Directors of the Company. Whitehaven's Code of Conduct for Transactions in Securities prohibits executives from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements under the Company's equity based remuneration schemes. 6. DIVIDENDS During the year the company paid fully franked dividends of $16,841,000, representing a final 2008 dividend of 1.7 cents per ordinary share and an interim dividend for 2009 of 2.5 cents per ordinary share. Declared after end of year After the balance sheet date the following dividend was proposed by the directors. The dividend has not been provided and there are no income tax consequences. Director Cents per share Total amount $'000 Franked amount per security Date of payment Final ordinary (Fully franked) 6.0 28,583 100% 30 September 2009 The record date for determining entitlement to the dividend will be 18 September 2009. The financial effect of these dividends has not been brought to account in the financial statements for the year ended 30 June 2009 and will be recognised in subsequent financial reports. DIRECTORS' REPORT
Annual Report 2008
Annual Report 2010