37 2022 ANNUAL REPORT 12. REMUNERATION REPORT (AUDITED) (cont.) 12.6 NON-EXECUTIVE DIRECTORS’ REMUNERATION In accordance with current corporate governance practices, the structure for the remuneration of NEDs and executive KMP is separate and distinct. Shareholders approve the maximum aggregate fees payable to NEDs, with the current limit being $850,000 per annum. 12.6.1 FY22 Non-Executive Director Fee Policy There were no increases to NED remuneration over FY22. The following table sets out the policy fee for NEDs for FY22 (exclusive of statutory superannuation of 10%). Chair Member Board and Committee Fees FY21 FY22 FY21 FY22 Board $135,000 $135,000 $100,000 $100,000 Audit Committee $15,000 $15,000 Nil Nil Remuneration and Nomination Committee $10,000 $10,000 Nil Nil Risk and Environment Committee $10,000 $10,000 Nil Nil Health, Safety and Community Committee $10,000 $10,000 Nil Nil The Board may approve any consultancy arrangements (at a rate) for NEDs who provide additional services outside of their Board and/ or Committee duties. NEDs are not entitled to participate in performance-based incentive schemes. The Board may seek annual shareholder approval for a share plan, under which NEDs can elect to receive a portion of their fees in shares in Red 5. All Directors are entitled to have premiums on indemnity insurance paid by Red 5. During the financial year, Red 5 paid premiums of $459,687 (FY21: $318,825) to insure the Directors and other officers of the consolidated entity. The liabilities insured are for costs and expenses that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the consolidated entity. 12.6.2 FY22 Non-Executive Director Statutory Remuneration Disclosures The following table outlines the fees paid to NEDs in FY22 as prepared in accordance with the requirements of the Corporations Act 2001 and the relevant Australian Accounting Standards. Base fees Committee Chair fees Consulting fees Superannuation Total NED $ $ $ $ $ Kevin Dundo, Chair FY22 135,000 - - 13,500 148,500 FY21 135,000 - - 12,825 147,825 Ian Macpherson, NED FY22 100,000 15,000 - 11,500 126,500 FY21 100,000 15,000 - 10,925 125,925 Colin Loosemore, NED FY22 100,000 10,000 - 11,000 121,000 FY21 100,000 10,000 - 10,450 120,450 Steven Tombs, NED FY22 100,000 10,000 - 11,000 121,000 FY21 100,000 10,000 - 10,450 120,450 Andrea Sutton (a), NED FY22 100,000 10,000 - 11,000 121,000 FY21 61,370 - - 5,830 67,200 Fiona Harris (a), NED FY22 6,319 - - 663 6,982 FY21 - - - - - TOTAL FY22 541,319 45,000 - 58,663 644,982 FY21 496,370 35,000 - 50,480 581,850 (a) Andrea Sutton was appointed as a director on 18 November 2020 and Fiona Harris was appointed as a director on 8 June 2022. DIRECTORS’ Report (cont.)
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