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b Performance rights exercised There were no performance rights that were exercised during the year. c Share trading policy The Group securities trading policy applies to all NEDs and executives which is available in the Southern Cross Austereo website www.southerncrossaustereo.com.au. The policy prohibits employees from dealing in the Companys securities while in possession of material non-public information relevant to the entity. Executives must not enter into any hedging arrangements over unvested performance rights under the Groups performance rights plan. The Company would consider a breach of this policy as gross misconduct which may lead to disciplinary action and potentially dismissal. 7. Non-Executive Director fee policy a NED fee policy On appointment to the Board all NEDs enter into a service agreement with the Group in the form of a letter of appointment. The letter summarises the Board policies and terms including compensation relevant to the office of Director. Fees and payments to NEDs reflect the demands which are made on and the responsibilities of the NEDs. NED fees are reviewed annually by the Board. The Board has also considered the advice of independent remuneration advisors to ensure NED fees and payments are appropriate and in line with the market. The Chairman and Deputy Chairmans fees are determined independently to the fees of other NEDs based on comparative roles in the market. Neither the Chairman nor Deputy Chairman is present at any discussions relating to determination of their own fees. NEDs do not receive performance-based pay and are not entitled to the Companys shares performance rights or retirement benefits as part of their fees. The maximum annual aggregate NED fee pool is 1500000 and was approved by shareholders at the Annual General Meeting on 25 October 2011. The NED fees were last changed with effect from 1 July 2011. Chairman and Deputy Chairman fees are inclusive of committee fees while other NEDs who chair or are members of a committee receive additional committee fees. The following NED fees inclusive of superannuation have applied in the 2015 and 2014 years 2015 2014 Base fees Annual Chairman1 250000 250000 Deputy Chairman1 161500 161500 Other Non-Executive Directors 125000 125000 Committee fees Annual Audit Committee Chairman 21000 21000 Audit Committee member 14000 14000 Nomination and Remuneration Committee Chairman2 15000 15000 Nomination and Remuneration Committee member2 10000 10000 Nomination Committee Chairman2 15000 na Nomination Committee member2 10000 na Remuneration Committee Chairman2 15000 na Remuneration Committee member2 10000 na 1 The Chairman and Deputy Chairman do not receive any additional fees for committee work. 2 During the year the Nomination and Remuneration Committee was separated into two separate committees a Nomination Committee and a Remuneration Committee. These committees are chaired by the Chairman and Deputy Chairman for no additional fee. 35 SOUTHERN CROSS AUSTEREO ANNUAL REPORT 2015