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REMUNERATION REPORT FOR YEAR ENDED 30 JUNE 2015 Contents 1. Introduction 2. KMP disclosed in this report 3. Remuneration governance 4. Executive remuneration policy and framework 5. KMP remuneration 6. Details of share-based payments 7. Non-Executive Director fee policy 8. Directors and Executives holdings of shares 9. Other remuneration information 10. Auditors independence declaration 1. Introduction The information provided in this Remuneration Report has been audited as required by section 3083C of the Corporations Act 2001. 2. Key management personnel disclosed in this report The Key Management Personnel KMP covered in this Remuneration Report are those people having authority and responsibility for planning directing and controlling the activities of the Group directly or indirectly. The table below outlines the KMP at any time during the financial year and unless otherwise indicated they were KMP for the entire year. Name Role Non-Executive Directors NED see pages 18-20 for details about each NED Peter Bush Non-Executive Director Chairman appointed 25 February 2015 Independent Leon Pasternak Non-Executive Director Deputy Chairman Independent Chris de Boer Non-Executive Director Independent Peter Harvie Non-Executive Director Independent Rob Murray Non-Executive Director appointed 1 September 2014 Independent Kathy Gramp Non-Executive Director appointed 1 September 2014 Independent Glen Boreham Non-Executive Director appointed 1 September 2014 Independent Helen Nash Non-Executive Director appointed 23 April 2015 Independent Max Moore-Wilton Non-Executive Director Chairman resigned 25 February 2015 Non-Independent Michael Carapiet Non-Executive Director resigned 21 October 2014 Non-Independent Executive Directors Grant Blackley CEO and Managing Director appointed 29 June 2015 Peter Bush1 Executive Chairman from 11 May 2015 to 29 June 2015 Name Role Executives Rhys Holleran1 CEO resigned 31 July 2015 Nick McKechnie CFO appointed 8 September 2014 Guy Dobson Executive Director Metro Operations Rick Lenarcic2 Executive Director Regional Operations effective 1 October 2014 Andrea Ingham3 National Sales Director Vijay Solanki Director of Digital and Innovation appointed 11 May 2015 Craig Bruce2 Head of Content ceased 30 September 2014 Clive Dickens Director of Digital and Innovation resigned 20 January 2015 Peter Lewis CFO resigned 16 July 2014 1 Peter Bush assumed the role of Executive Chairman for the period following the announcement of the resignation of Rhys Holleran as CEO and appointment of Grant Blackley as CEO and Managing Director. As such the remuneration he received during his time as Executive Chairman has been separated from the director fees he received as a non-executive director. Rhys Hollerans employment ceased on 31 July 2015 and as such he remained employed for the entire 2015 financial year. Rhys Holleran ceased being KMP on 30 June 2015. 2 Following the implementation of a new management structure on 1 October 2014 Rick Lenarcic became Executive Director Regional and was elevated to KMP. With the appointment of Guy Dobson as Executive Director Metro Craig Bruce ceased being KMP on 30 September 2014. Remuneration is disclosed for the period the Executive was considered KMP. 3 Andrea Ingham ceased being KMP on 30 June 2015. Changes since the end of the reporting period Rhys Hollerans employment ceased with the Company on 31 July 2015. Brian Gallagher was appointed to the role of Chief Sales Officer on 15 July 2015. Andrea Ingham resigned from her role as National Sales Director on 17 July 2015. 3. Remuneration governance The Board has established a Remuneration Committee the Committee. It is responsible for making recommendations on remuneration matters to the Board on The over-arching executive remuneration framework Operation of the incentive plans which apply to the CEO and CFO including the quantum of STI paid to the CEO and CFO for achievement against KPIs and performance hurdles Remuneration levels of CEO and CFO NED fees The CEO is responsible for the management of remuneration levels and incentive plans for senior executives. The Committees objective is to ensure remuneration policies and structures are fair competitive and aligned with the long-term interests of the Group. In 2014 Ernst Young EY was engaged by the Committee as an independent remuneration advisor to assist with remuneration benchmarking and an incentive plan review. 22 SOUTHERN CROSS AUSTEREO ANNUAL REPORT 2015