for the year ended 30 June 2022 FINANCIAL REPORT REMUNERATION REPORT (AUDITED) 32 Westgold Resources Limited Annual Report 2022 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 at the Annual General Meeting of shareholders on 26 November 2021 with an aggregate fee pool of $750,000 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 were paid to NEDs in FY2022 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 Chair 175,000 Non-Executive Director 85,000 Chair of Audit, Risk and Compliance Committee 10,000 Member of Audit, Risk and Compliance Committee 7,500 Chair of Remuneration and Nomination Committee 10,000 Member of Remuneration and Nomination Committee 7,500 5. EXECUTIVE REMUNERATION Executive Remuneration Policy In determining executive remuneration, the Board aims to ensure that remuneration practices are: – competitive and reasonable, enabling the Company to attract and retain high calibre talent; – aligned to the Company’s strategic and business objectives and the creation of shareholder value; – transparent and easily understood; and – acceptable to shareholders. The Company’s approach to remuneration ensures that remuneration is competitive, performance-focused, clearly links appropriate reward with desired business performance and is simple to administer and understand by executives and shareholders. In line with the remuneration policy, remuneration levels are reviewed annually to ensure alignment to the market and the Company’s stated objectives to provide a base level of remuneration which is both appropriate to the position and is competitive in the market. Executive Remuneration Structure The Company’s remuneration structure provides for a combination of fixed and variable pay with the following components: – fixed remuneration – short-term incentives (STI); and – long-term incentives (LTI).
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