30 2022 ANNUAL REPORT 12. REMUNERATION REPORT (AUDITED) (cont.) 12.1 WHO IS COVERED BY THIS REMUNERATION REPORT For the purposes of this Report, KMP are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the consolidated entity, including any Director (whether Executive KMP or Non-Executive Director (NED)) of Red 5. The following were the KMP of the Company at any time during the year ended 30 June 2022 and unless otherwise indicated, KMP for the entire period: Name Position Term as KMP Executive Director Mark Williams Managing Director Full year Current Executive KMP Jason Grieve Chief Operating Officer Full year John Tasovac Chief Financial Officer Full year Non-Executive Directors Kevin Dundo Chairman, Independent Non-Executive Director Full year Ian Macpherson Independent Non-Executive Director Full year Colin Loosemore Independent Non-Executive Director Full year Steven Tombs Independent Non-Executive Director Full year Andrea Sutton Independent Non-Executive Director Full year Fiona Harris Independent Non-Executive Director Appointed on 8 June 2022 12.2 REMUNERATION GOVERNANCE KMP remuneration decision making is directed by Red 5’s remuneration governance framework as follows: Board Take an active role in the governance and oversight of Red 5’s remuneration policies and have overall responsibility for ensuring that the Company’s remuneration strategy aligns with Red 5’s short- and long-term business objectives and risk profile. Remuneration Committee (Committee) Responsible for reviewing the remuneration arrangements for KMP and make recommendations to the Board including: \ \ reviewing remuneration levels and other terms of employment on an annual basis having regard to relevant market conditions, qualifications and experience of the KMP, and performance against targets set for each year where applicable. \ \ advising the Board on the appropriateness of remuneration packages / structures of the Company, given trends in comparative peer companies both locally and internationally, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high calibre Board and executive team. The Committee’s charter can be found on the Company’s website at: www.red5limited.com/site/about-red5/corporate-governance External Remuneration Consultants To ensure the Committee is fully informed when making remuneration decisions, it may seek external, independent remuneration advice on remuneration related issues. During the year, the Committee engaged consultants BDO Rewards and The Reward Practice Pty Ltd to provide remuneration services in respect to external benchmarking and general insights for executive incentive arrangements. During the period no remuneration recommendations, as defined by the Corporations Act, were provided by the consultants. Share trading policy Red 5’s share trading policy prohibits KMP (that are granted share-based payments as part of their remuneration) from entering into other arrangements that limit their exposure to losses that would result from share price decreases. Entering into such arrangements is also prohibited by law. DIRECTORS’ Report (cont.)
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