CONTENTS FINANCIAL STATEMENTS YEAR IN REVIEW DIRECTORS’ REPORT CORPORATE DIRECTORY SHAREHOLDER INFORMATION Remuneration structure - Non-Executive Directors The structure of Non-Executive Director and Senior Executive remuneration is separate and distinct. Shareholders approve the aggregate or total fees payable to Non-Executive Directors, with the current approved limit being $600,000 (excluding share-based payments). The fees paid to Non-Executive Directors are set at levels that reflect both the responsibilities of, and the time commitments required from, each Non-Executive Director to discharge their duties and are not linked to the performance of the Company. All Non-Executive Directors have their indemnity insurance paid by the Company. Non-Executive Directors receive fixed remuneration consisting of a base fee and statutory superannuation contributions as set out below: 2023 $ 2022 $ Base fees excluding statutory superannuation Lead Independent Non-Executive Director 100,000 100,000 Other Non-Executive Directors 80,000 80,000 Share options grants 480,000 share options (with an exercise price of $0.84 per share) were granted to a non-executive director (Mrs Vanessa Kickett) during the year. Share options vested 480,000 share options (with an exercise price of $0.84 per share) vested in favour of a non-executive director (Mrs Vanessa Kickett) during the year. Share options expired No share options awarded to non-executive directors expired during the year. Measurement of share options There are no participating rights or entitlements inherent in the options and the holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. All shares allotted upon the exercise of options will rank pari passu in respect with other shares. Remuneration structure - Senior Executives Sheffield is committed to aligning Senior Executive remuneration to long term shareholder return. To this end, the Company’s remuneration practices are designed to attract and retain employees by identifying and rewarding high performers and recognising their contribution to the continued growth and success of the organisation. Key objectives of Sheffield’s remuneration policy and practices is to: – provide total remuneration and employment conditions which will enable the Company to attract and retain high quality senior executives to the business; – align remuneration with the creation and maximisation of shareholder value and the achievement of Company strategy, business objectives and core values; – ensure the structure and quantum of remuneration is competitive and reflective of the external market in which the Company operates; – provide a mix of fixed and variable, performance-based remuneration to drive superior performance; – reward the achievement of individual and Company objectives thus promoting a balance of individual performance and teamwork across the executive management team; – provide a fair, equitable and scalable system that allows for sustainable business growth and is regularly reviewed for relevance and reliability; and – is transparent, easily understood and is acceptable to shareholders. The Board’s specific remuneration aims for the year ending 30 June 2023 were to: – retain a core group of Senior Executives at the early stage in the Company’s development; – ensure cash preservation measures were set in place across the Company; – maintain a Long Term Incentive (LTI) scheme designed to create alignment with the Kimberley Mineral Sands objectives and maximise overall shareholder value; – ensure effective benchmarking of fixed and variable remuneration for Senior Executives for a clearly defined peer group of similar companies to ensure remuneration is fair and competitive; and – retain total remuneration at or around the 50th percentile of market. 21 Sheffield Resources Limited Annual Report 2023
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