SECTION 4: REMUNERATION GOVERNANCE Decision making relating to KMP remuneration is guided by the below remuneration governance framework: Board of Directors (Board) The Board is: – responsible for the nomination and appointment of Directors and the remuneration of its Directors, Managing Director and Senior Executive KMPs – determines the remuneration of Senior Executive KMPs, following the recommendation of the Remuneration and Nomination Committee. Remuneration and Nomination Committee (the Committee) The Committee assists the Board in meeting its remuneration obligations and helps to address all matters pertaining to Board nominations and Senior Executive KMP remuneration. The Committee’s responsibilities include the following: – ensures that the Company’s remuneration policies and practices attract and retain Executives and Directors who will create long-term value for shareholders – retains responsibility for oversight of the remuneration policies – evaluates and monitors the performance of the Senior Executive KMPs External Remuneration Consultants To ensure the Committee and Board are fully informed when making remuneration decisions, it may seek external, independent remuneration advice on remuneration related issues. As a result, remuneration consultants may be engaged directly by the Committee. During the 2024 financial year, the Committee engaged The Reward Practice Pty Ltd (TRP) to provide benchmarking and market data analysis, in relation to the remuneration of Senior Executive KMPs and Non-Executive Directors and specifically, to assess the competitiveness of remuneration arrangements. TRP was engaged by the Committee Chair and reported to the Committee and the Board. The Committee and the Board considered the information provided by The Reward Practice, along with other factors, in making their respective concluding remuneration decisions. The Board is satisfied that the interactions between The Reward Practice and the Senior Executive KMPs were negligible, involving the provision of remuneration data and related payroll information for consideration. The Reward Practice has relevant procedures in place to minimise potential opportunities for collaboration or undue influence from Senior Executive KMPs. The Board is therefore satisfied that the market data provided was free from undue influence from Senior Executive KMPs. Total fees paid to The Reward Practice for services during the year ended 30 June 2024 were $27,650 (2023: $12,650). No remuneration recommendations as defined in section 9B of the Corporations Act 2001 were provided by the consultant during the period. SECTION 5: 2024 FINANCIAL YEAR SENIOR EXECUTIVE KMP REMUNERATION Sheffield’s Senior Executive KMP remuneration is comprised of both Fixed (Base Salary plus Superannuation) and Variable (consisting of both Short and Long Term Incentives that are performance driven) remuneration elements. Remuneration Mix Senior Executive KMP remuneration consists of Total Fixed Annual Remuneration (TFR), Short Term Incentives (STI) and Long Term Incentives (LTI). A description of the Remuneration Mix applicable for the 2024 financial year is set out below: How is the mix of fixed and at-risk remuneration determined? The mix of fixed and at-risk remuneration may vary and is dependent upon the organisational seniority of an Executive. It also considers Company and individual performance factors. For instance, the Executive Chair has a greater proportion of remuneration that is at-risk, compared to other Senior Executive KMPs. For all Senior Executive KMPs, it may be possible that during a particular year, no at-risk remuneration will be earned, with fixed remuneration representing 100% of their total remuneration. For the year ended 30 June 2024, the outcomes and relative proportions of fixed and at-risk remuneration of Senior Executive KMPs are described on page 32. Remuneration Report (audited) continued 26 Sheffield Resources Limited Annual Report 2024
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