Page 29 - Bauxite Resources Annual Report 2013

Directors’ Report cont.
A Principles used to determine the nature and amount of remuneration
Remuneration Policy
The remuneration policy of the Company has been designed to align director and executive objectives with shareholder and
business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key
performance areas affecting the Company’s financial results. The Board believes the remuneration policy to be appropriate and
effective in its ability to attract and retain the best executives and directors to run and manage the Company.
The Board’s policy for determining the nature and amount of remuneration for Board members and senior executives of the
Company is as follows:
The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was
developed by the Board. All executives receive a base salary (which is based on factors such as responsibilities and experience)
and superannuation. The Board reviews executive packages annually by reference to the Company’s performance, executive
performance and comparable information from industry sectors and other listed companies in similar industries.
The Board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract and
retain the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.
The Australian based executive directors and executives receive a superannuation guarantee contribution required by the
government, which was 9% in 2012/2013, and do not receive any other retirement benefits.
All remuneration paid to directors and executives is valued at the cost to the Company and expensed. Options or rights are
valued using the Black-Scholes or binomial option pricing methodology.
The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and
responsibilities. The Board determines payments to the non-executive directors and reviews their remuneration annually, based
on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate
amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting
(currently $600,000). Fees for non executive directors were reduced on 1 January 2013 from $60,000 per annum to $40,000 per
annum with additional fees payable for membership of other board related committees also reduced or suspended. The fees are
not linked to the performance of the Group, however, to align directors’ interests with shareholder interests, the directors are
encouraged to hold shares in the Company. Alternate directors have not received remuneration by way of fees or share based
payments from the Company for the year ended 30 June 2013.
Company performance, shareholder wealth and directors’ and executives’ remuneration
No relationship exists between shareholder wealth, director and executive remuneration and Company performance.
The table below shows the gross revenue, losses and earnings per share for the current and prior year.
2013 2012
$ $
Revenue 3,640,598 4,365,815
Net profit/(loss) (5,302,983) (6,836,597)
Earnings per share (cents) (2.25) (2.90)
B Details of remuneration
Details of the remuneration of the directors, the key management personnel of the Group (as defined in AASB 124 Related
Party Disclosures) and specified executives of Bauxite Resources Limited and the Bauxite Resources Group are set out in the
following table.
The key management personnel of Bauxite Resources Limited and the Group include the directors and company secretary as per
pages 22 and 23 above.
The Chief Executive Officer has full authority and responsibility for planning, directing and controlling the activities of the Group.
The Exploration Manager has authority and responsibility for planning, directing and controlling the exploration activities of the
Group. The Chief Financial Officer has responsibility for planning directing and controlling the financial affairs of the Group, as
directed by the Board. Given the size and nature of operations of Bauxite Resources Limited and the Group, there are no other
employees who are required to have their remuneration disclosed in accordance with the Corporations Act 2001.
Annual Report 2013 Bauxite Resources 27