Remuneration Report (Audited) Key management personnel The remuneration report outlines the Director and executive remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report, key management personnel (KMP) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Company. For the purposes of this report, the term “executive” encompasses the Chief Executive Officer, General Managers and the Chief Financial Officer & Company Secretary of the Group. Key management personnel during the year and at the date of this report (unless otherwise stated) are: Non-Executive Directors Mr Graham Ascough Non-Executive Chair Mr Stephen Stroud Non-Executive Director Mr Neal O’Connor Non-Executive Director (appointed 16 April 2024) Mr Patrick Duffy Non-Executive Director (appointed 8 November 2023, ceased 14 April 2024; appointed CEO and Managing Director 15 April 2024) Executives Mr Patrick Duffy CEO & Managing Director (appointed 15 April 2024) Mr Malcolm Norris CEO & Managing Director (until 14 April 2024) Executive Director – Exploration (appointed 15 April 2024) Mr Gavin Leicht Chief Financial Officer & Company Secretary (ceased 30 June 2024) Mr Lucas Welsh Chief Financial Officer & Company Secretary (appointed 1 July 2024) Mr Ray Robinson General Manager Studies & Technical Services Dr Bruce Rohrlach General Manager Geology The remuneration report is set out under the following main headings: A Principles used to determine the nature and amount of remuneration B Details of remuneration C Executive contractual arrangements D Share-based compensation A Principles used to determine the nature and amount of remuneration The Group’s executive reward framework is designed to reward performance for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and seeks to conform to market best practice for delivery of rewards. The Board considers the following key criteria for good reward governance practices in determining executive rewards: – competitiveness and reasonableness – acceptability to shareholders – performance linkage/alignment of executive compensation – transparency – capital management. The Group has structured an executive remuneration framework that aims to be market competitive and complimentary to the reward strategy of the Group. Alignment to shareholders’ interests: – focuses on exploration success and project development as the creation of shareholder value and returns – attracts and retains high calibre executives. Directors’ Report continued 22 Sunstone Metals Limited Annual Report 2024
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