Speciality Metals International Limited Annual Report 2019

Page | 24 DIRECTORS’ REPORT R EMUNERATION R EPORT - A UDITED This report for the year ended 30 June 2019 outlines the remuneration arrangements for the Group in accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited in accordance with section 308(3C) of the Act. The Remuneration Report details the remuneration arrangements of key management personnel (KMP) who are defined as those persons having the authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Parent company. For the purposes of this report, the term ‘Executive’ includes the executive directors, senior executives and general managers of the Group, whilst the term ‘NED’ refers to Non-Executive Directors only. The Remuneration Report is set out under the following main headings: (a) Policy Used to Determine the Nature and Amount of Remuneration; (b) Key Management Personnel; (c) Details of Remuneration; (d) Cash Bonuses; (e) Equity Instruments; (f) Options and Rights Granted as Remuneration; (g) Equity Instruments Issued on Exercise of Remuneration Options; (h) Service Agreements; and (i) Speciality Metals’ Financial Performance. (a) Policy Used to Determine the Nature and Amount of Remuneration The objective of the Company’s remuneration framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders. The Board believes that executive remuneration satisfies the following key criteria: • Competitiveness and reasonableness; • Acceptability to shareholders; • Performance linkage / alignment of executive compensation; • Transparency; and • Capital management. These criteria result in a framework which can be used to provide a mix of fixed and variable remuneration and a blend of short and long-term incentives in line with the Company’s limited financial resources. Fees and payments to the Company’s Non-executive Directors and Senior Executives reflect the demands which are made on, and the responsibilities of, the Directors and the Senior Management. Such fees and payments are reviewed annually by the Board. The Company’s Executive and Non-executive Directors, Senior Executives and Officers are entitled to receive performance rights, options and/or shares under the Company’s Equity Incentive Plan which was approved by shareholders at the General Meeting held on 22 June 2018. Fees for Non-executive Directors are not linked to the performance of the Group. Use of Remuneration Consultants The Group has not used any remuneration consultants during the year. Voting and Comments made at the Group’s 2018 Annual General Meeting The Group received votes against its Remuneration Report for the 2018 financial year however did not receive any specific feedback on its remuneration practices at the 2018 Annual General Meeting or during the year.