Westgold Resources Limited Annual Report 2021

33 Westgold Resources Limited Annual Report 2021 A long-term incentive (LTI) policy focussing on the efforts of executives on long-term value creation to further align management’s interests with those of the shareholders. The LTI is considered to be an “at risk” component of remuneration for executives that is payable in performance rights (Rights) being the right to acquire an ordinary share in Westgold for nil consideration subject to performance conditions. The Executive Chairman has a maximum LTI opportunity of 80% of fixed remuneration and other executives have a maximum LTI opportunity of 40% of fixed remuneration. The number of options granted is determined by dividing the LTI remuneration dollar amount by the volume weighted average price of Westgold shares traded on the ASX during the 5-day trading period prior to the day of the grant. Rights are granted with a three-year performance period. Any Rights that do not vest will lapse after testing. Rights will be subject to the following performance conditions: – Growth in Relative Total Shareholder Return (RTSR) (25%) – Growth in Absolute Total Shareholder Return (ATSR) (25%) – Growth in Absolute Earnings Per Share (EPS) (25%) – Operational Growth (25%) The Rights vest over a period of three years, subject to meeting performance measures. Where a participant ceases employment prior to the vesting of their Rights, the Rights are forfeited. The service condition is met if employment with Westgold is continuous for the period commencing on the grant date until the date the Rights vest. The measurement period for FY2021 Rights is 1 July 2020 to 30 June 2023. Participants who commence service during the course of the first year in the vesting period will receive a pro-rata allotment at the discretion of the Board. This would be based on commencement salary with the number of Rights proportioned from the commencement date over the full three-year vesting period. 4. NON-EXECUTIVE DIRECTOR REMUNERATION NED Remuneration Policy The NED fee policy is designed to attract and retain high calibre directors who can discharge the roles and responsibilities required in terms of good governance, strong oversight, independence and objectivity. The Company’s constitution and the ASX listing rules specify that the NED fee pool limit, shall be approved periodically by shareholders. The last determination was on listing of the Company was approved at the Extraordinary General Meeting of shareholders on 24 November 2016 with an aggregate fee pool of $500,000 per year. The amount of the aggregate remuneration sought to be approved by shareholders and the manner in which it is paid to NEDs is reviewed annually against comparable companies. The Board also considers advice from external advisors when undertaking the review. Non-executive directors are encouraged to hold shares in the Company and align their interests with the Company’s shareholders. The shares are purchased by the directors at the prevailing market share price. NED Remuneration Structure The remuneration of NEDs consists of director’s fees. There is no scheme to provide retirement benefits to NEDs other than statutory superannuation. NEDs do not participate in any performance-related incentive programs. Fees paid to NEDs cover all activities associated with their role on the Board and any sub-committees. Additional fees will be paid to NEDs in FY2021 for being a Chair of a sub-committee. NEDs are entitled to fees or other amounts as the Board determines where they perform special duties or otherwise perform extra services on behalf of the Company. They may also be reimbursed for out-of- pocket expenses incurred as a result of their directorships. Position Annual Fees $ Non-Executive Chairman 175,000 Non-Executive Director 85,000 Chairperson of Audit, Risk and Compliance Committee 10,000 Member of Audit, Risk and Compliance Committee 7,500 Chairperson of Remuneration and Nomination Committee 10,000 Member of Remuneration and Nomination Committee 7,500