IGO Annual Report 2015

DIRECTORS’ REPORT

Annual Report 2015 79

Directors' report

30 June 2015

Remuneration report

The Directors present the Independence Group NL 2015 remuneration report, outlining key aspects of the Company's

remuneration policy and framework, and remuneration awarded this year.

The report is structured as follows:

(a)

Key management personnel (KMP) covered in this report

(b)

Remuneration policy and link to performance

(c)

Elements of remuneration

(d)

Link between remuneration and performance

(e)

Remuneration expenses for executive KMP

(f)

Contractual arrangements for executive KMP

(g)

Non-executive director arrangements

(h)

Other statutory information

(a) Key management personnel covered in this report

Non-executive and executive Directors (see pages 12 to 13 for details about each Director)

Peter Bilbe

Peter Bradford

Peter Buck (from 3 October 2014)

Geoffrey Clifford

Rod Marston (until 20 November 2014)

Kelly Ross (until 24 December 2014)

Keith Spence (from 17 December 2014)

Other key management personnel

Name

Position

Matt Dusci (from 27 July 2014)

General Manager, New Business

Brett Hartmann

General Manager, Operations

Scott Steinkrug

Chief Financial Officer

Tony Walsh

Company Secretary and General Manager, Corporate

Keith Ashby (from 7 April 2015)

Sustainability Manager

Sam Retallack

Human Resources Manager

Following a review of the organisational structure, and to coincide with the 2015 financial year budget, a number of

changes were made in early July 2014, effective 1 July 2014. This included changes to the structure of the Exploration

Department and the appointment of Matt Dusci to the position of General Manager, New Business. As a result of this

change in structure, Tim Kennedy, Rodney Jacobs and Andrew Eddowes were no longer considered KMP's, effective 1

July 2014. Further to this, Sam Retallack also became a direct report to the Managing Director and became a KMP

effective 1 July 2014.

(b) Remuneration policy and link to performance

The Company's Remuneration Committee ("Committee") is made up of independent non-executive directors. The

Committee reviews and determines the Company's remuneration policy and structure annually to ensure it remains

aligned to business needs, and meets the Company's remuneration principles. From time to time, the Committee also

engages external remuneration consultants to assist with this review, see page 23 for further information. In particular,

the Board aims to ensure that remuneration practices are:

• competitive and reasonable, enabling the company to attract and retain key talent;

• aligned to the company's strategic and business objectives and the creation of shareholder value; and

• transparent and easily understood.

The remuneration framework of the Group

is summarised as follows:

Independence Group NL