Statutory Information
Directors
| The Board of Directors is composed of: | |||||||||
| Fred Holland | Chairman, Audit Committee | ||||||||
| Robert M. Aitken | Remuneration Committee (Chairman from 3 November 2007) | ||||||||
| John W. A. Hirst | Managing Director | ||||||||
| David A. Jackson | Audit Committee | ||||||||
| Bryan N. Kensington | Audit Committee Chairman | ||||||||
| David H. Newton | Remuneration Committee Chairman (retired 3 November 2007) | ||||||||
| Michael R. Wynter | Remuneration Committee (from 3 November 2008) | ||||||||
In accordance with Regulation 10.6 of the Company’s constitution, Fred Holland and Rob Aitken retire by rotation. Mr Aitken, being eligible, offers himself for re-election. Mr Holland is not available for re-election.
Meetings
During year ending 30 June 2008, Directors’ meetings were held as per the following table:
| Board Meeting | Special Meeting (by Telephone Conference) | Audit Committee | Remuneration Committee | ||||||
| Fred Holland | 8 | 4 | 4 | - | |||||
| Robert M. Aitken | 8 | 2 | - | 3 | |||||
| John W. A. Hirst | 8 | 4 | - | - | |||||
| David A. Jackson | 8 | 1 | 4 | - | |||||
| Bryan N. Kensington | 8 | 4 | 5 | - | |||||
| David H. Newton (retired 3 November 2007) | 3 | - | - | - | |||||
| Michael R. Wynter | 8 | 2 | - | 3 | |||||
Board meetings were held at the registered office of the Company (4) and at subsidiary company premises in Sydney (3) and Wangaratta (Australia). The Board also met on 26 March 2008 to review Corporate Strategy. The Audit Committee met to discharge its responsibilities as outlined in the Terms of Reference. The Remuneration Committee met to review the remuneration packages of senior executives.
Directors’ Remuneration
The following amounts were paid to each Director in the form of remuneration and benefits:
| Fred Holland | $180,000 | Fees for the 2008 financial year |
| Robert M. Aitken | A$102,500 | Fees for the 2008 financial year |
| John W. A. Hirst | A$1,252,789 | Total remuneration for the 2008 financial year |
| David A. Jackson | $100,000 | Fees for the 2008 financial year |
| Bryan N. Kensington | $110,000 | Fees for the 2008 financial year |
| David H. Newton | A$35,000 | Fees for the 2008 financial year |
| A$153,262 | Retirement Allowance | |
| Michael R. Wynter | A$96,667 | Fees for the 2008 financial year |
Share Dealings
The Board has received the following disclosures of dealings in the Company's ordinary shares:
| Acquisitions | Number of Shares | Consideration | Date | |
| Fred Holland | 1,696 | $11,912 | 19 October 2007 | |
| Fred Holland | 1,960 | $11,898 | 4 April 2008 | |
| John W.A. Hirst | 10,000 | $69,700 | 24 September 2007 | |
| John W.A. Hirst | 1,453 | $10,205 | 19 October 2007 | |
| John W.A. Hirst | 60,364 | A$378,000 | 29 October 2007 | |
| John W.A. Hirst | 5,000 | $36,436 | 30 November 2007 | |
| John W.A. Hirst | 1,828 | $11,100 | 4 April 2008 | |
| John W.A. Hirst | 34,800 | $210,891 | 29 August 2008 | |
| Bryan N. Kensington | 1,591 | $11,175 | 19 October 2007 | |
| Bryan N. Kensington | 1,838 | $11,161 | 4 April 2008 | |
| Michael R. Wynter | 2,000 | A$11,825 | 28 August 2007 |
Disclosures Of Interest
| Robert M. Aitken | Director | Alesco Corporation Limited | |
| Chairman | Rubicor Group Limited | ||
| Chairman | Formit Services Pty Limited | ||
| Chairman | API Securities Holdings Pty Limited | ||
| John W. A. Hirst | Director | Penrice Soda Holdings Limited | |
| David A. Jackson | Director | Pumpkin Patch Limited | |
| Chairman | The New Zealand Refining Company Limited | ||
| Director | Fonterra Co-operative Group Limited | ||
| Member | Securities Commission New Zealand | ||
| Chairman | The Dame Malvina Major Foundation | ||
| Trustee | New Zealand Maritime Museum | ||
| Bryan N. Kensington | Chairman | Emerald Capital Limited | |
| Trustee | Royal New Zealand Yacht Squadron | ||
| Michael R. Wynter | Director | Omya Australia Pty Limited |
Directors' Indemnity Insurance
As permitted by Regulation 13.4 of the Company's Constitution, directors and employees have been insured against liability for any act or omission in their capacity as directors and employees. Insurance has also been obtained to indemnify directors and employees for costs incurred in defending or settling claims in such liability. The insurance does not cover liabilities arising from criminal actions.
To comply with s162(8) of the Companies Act 1993, directors have certified that the cost of the insurance is fair to the Company.
Employee Remuneration
During the year the following numbers of current and former employees, not being directors of the Company, received remuneration of at least NZ$100,000.
| New Zealand Employees | Overseas Employees | ||
| 100,000 -110,000 | 10 | 78 | |
| 110,000 - 120,000 | 3 | 72 | |
| 120,000 - 130,000 | 9 | 40 | |
| 130,000 - 140,000 | 4 | 56 | |
| 140,000 - 150,000 | - | 38 | |
| 150,000 - 160,000 | 3 | 33 | |
| 160,000 - 170,000 | 2 | 28 | |
| 170,000 - 180,000 | 1 | 17 | |
| 180,000 - 190,000 | - | 18 | |
| 190,000 -200,000 | 1 | 7 | |
| 200,000 -210,000 | - | 8 | |
| 210,000 - 220,000 | - | 6 | |
| 220,000 - 230,000 | - | 7 | |
| 230,000 - 240,000 | - | 5 | |
| 240,000 - 250,000 | 1 | 7 | |
| 250,000 - 260,000 | - | 2 | |
| 260,000 - 270,000 | - | 4 | |
| 270,000 - 280,000 | - | 4 | |
| 280,000 - 290,000 | 1 | 3 | |
| 290,000 -300,000 | - | 3 | |
| 300,000 -310,000 | - | 3 | |
| 320,000 - 330,000 | - | 2 | |
| 330,000 - 340,000 | - | 1 | |
| 370,000 -380,000 | - | 1 | |
| 380,000 -390,000 | - | 2 | |
| 400,000 -410,000 | 1 | 1 | |
| 410,000 - 420,000 | - | 1 | |
| 430,000 - 440,000 | - | 1 | |
| 450,000 - 460,000 | - | 1 | |
| 470,000 - 480,000 | - | 1 | |
| 480,000 - 490,000 | - | 1 | |
| 620,000 - 630,000 | - | 1 | |
| 640,000 - 650,000 | - | 1 | |
| 720,000 - 730,000 | - | 1 |