Cue Energy Resources Limited Directors' report 30 June 2023 17 Non-Executive Directors Remuneration of Non-Executive Directors is determined by the Board within the maximum amount approved by the shareholders from time to time. The amount currently approved is $700,000, which was approved at the Annual General Meeting held on 24 November 2011. The Company’s policy is to remunerate Non-Executive Directors at a fixed fee based on their time involvement, commitment and responsibilities. Remuneration for Non-Executive Directors is not linked to individual or company performance, however, to align Directors’ interests with shareholders’ interests, Non-Executive Directors are encouraged to hold shares in the Company. The Board retains the discretion to award options or performance rights to Non-Executive Directors based on the recommendation of the Board, which is always subject to shareholder approval. Executives Executives receive a mixture of fixed and variable pay and a blend of short and long term incentives as appropriate. Remuneration packages contain the following key elements: ● Fixed base cash salary and fees ● Short term incentive (STI) programme benefits, including cash bonuses ● Long term benefits in the form of long service leave; ● Superannuation entitlements post employment; and ● Equity settled benefits, including but not limited to long term incentives in the form of options and/or performance rights. Fixed compensation Fixed compensation consists of base salary (which is calculated on a total cost base and including any fringe benefits tax ("FBT') charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds. The base salary is reflective of market rates for companies of similar size and industry which is reviewed annually to ensure market competitiveness. The Board last reviewed the salaries paid to peer company executives in determining the salary of the Company’s KMP at the end of the 2022 financial year. This base salary is fixed remuneration and is not subject to performance of the company. Base salary is reviewed annually and adjusted on 1 July each year as required. There is no guaranteed base salary increase included in any executive’s contracts. Cash bonuses A cash bonus was paid to the CEO during this financial year on the achievement of his annual STI, based on actual performance against key performance indicators (KPIs). Employment contracts Remuneration and other terms of employment for key executive Matthew Boyall is formalised in a service agreement. Details of the agreement is as follows: Matthew Boyall Title: Chief Executive Officer Original Agreement effective from 1 July 2017, with salary terms revised on 6 October 2022. Term: Permanent employment contract, no fixed terms. Details: Base salary of $400,800 per annum plus superannuation, up to the super guarantee maximum employer contribution, to be reviewed annually by the Board. Mr Boyall is also entitled to short-term incentive up to 30% (2022: 30%) of his base salary at the discretion of the Board at the end of each financial year dependent on the success of meeting key deliverables. Mr Boyall’s entitlements to long-term incentives is determined at the Board’s sole discretion. Notice period: 3 months Compensation levels are reviewed each year to take into account cost of living changes, any change in the scope of the role performed and any changes to meet the principles of the compensation policy. Details of the nature and amount of each major element of remuneration of each Director of the Company and other Key Management Personnel of the consolidated entity are: 39 Cue Energy Resources Limited Annual Report 2023
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