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Whitehaven Coal Limited : Annual Report 2013
101 Whitehaven Coal Limited Annual Report 2013 8.9 Non-executive Director remuneration -- audited This section explains the remuneration for Non-executive Directors. 8.9.1 Setting Non-executive Director remuneration Remuneration for Non-executive Directors is designed to ensure that the Company can attract and retain suitably quali ed and experienced Directors. The constitution of the Company provides that the Non-executive Directors may be paid, as remuneration for their services as Non-executive Directors, a sum determined from time to time by the Company's shareholders in general meeting, with that sum to be divided amongst the Non-executive Directors in such manner and proportion as they agree. Non-executive Directors do not receive shares, share options or any performance-related incentives as part of their remuneration from the Company. Directors are also entitled to be remunerated for any travel and other expenses reasonably incurred when attending meetings of the Board or in connection with the business of the Company. The Remuneration Committee reviews and makes recommendations to the Board with respect to Non-executive Directors' fees and committee fees. 8.9.2 Current fee levels and fee pool In 2012 shareholders approved a total aggregate maximum amount of Non-executive Directors' remuneration of $2,500,000 per annum. As described in the FY2012 Remuneration Report, Egan Associates were engaged last year to provide guidance and recommendations on the appropriate remuneration arrangements for the merged entity. Changes to the Non- executive Directors' fees, based on the recommendation of Egan Associates, came into e ect on 1 May 2012 and therefore applied for the whole of FY2013. The table below sets out the Board and committee fees in Australian dollars as at 30 June 2013. There will be no fee increases for Non-executive Directors in FY2014. Chairman Deputy Chairman Member Board $350,000* $262,500* $140,000 Audit & Risk Management Committee $40,000 -- $20,000 Remuneration Committee $25,000 -- $12,500 Governance & Nominations Committee No fee -- No fee Health, Safety, Environment & Community Committee $25,000 -- $12,500 * This is a composite fee. The Chairman and Deputy Chairman of the Board receive no standing committee fees in addition to their Board fees. The fees set out above are exclusive of mandatory statutory superannuation contributions made on behalf of the Non-executive Directors. In addition to the meetings that the Non-executive Directors attended (as shown on page 67 of this Annual Report), the Non-executive Directors participated in a number of onsite safety days at Narrabri and site visits to port facilities and underground and open cut mines. All Directors hold shares in the Company (note 33 to the nancial statements discloses each director's shareholding as at 30 June 2013). Directors' Report
Annual Report 2012