Ann: Annual Report to shareholders, page-11

Chapmans Limited Directors' Report 31 December 2017

Held:
represents the number of meetings held during the time the director held office or was a member of the relevant committee.
During the 2017 financial year, a number of circular resolutions and other meetings were held in addition to the 2 full board meetings.

Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:

• ●  Principles used to determine the nature and amount of remuneration
• ●  Details of remuneration
• ●  Service agreements
• ●  Share-based compensation
• ●  Additional disclosures relating to key management personnel
• 
  Principles used to determine the nature and amount of remuneration
  The remuneration policy of Chapmans Limited has been designed to align key management personnel (KMP) objectives with shareholder and business objectives by providing a fixed remuneration component The Board of Chapmans Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain high-quality Key Management Personnel to run and manage the company and consolidated group, as well as create goal congruence between Key Management Personnel and shareholders.
• 
  The Board’s policy for determining the nature and amount of remuneration for Key Management Personnel of the consolidated group is as follows:

• ●  The remuneration policy is to be developed by the board of directors. Professional advice has not been sought from
  independent external consultants.
• ●  All Key Management Personnel  receive a base salary (which is based on factors such as length of service and experience), superannuation and
  fringe benefits.
  Key Management Personnel  receive a superannuation guarantee contribution required by the government, which is currently 9.50% of the individual’s average weekly ordinary time earnings (AWOTE), and do not receive any other retirement benefits.
  Upon retirement, KMP are paid employee benefit entitlements accrued to the date of retirement. Key Management Personnel  may be paid a percentage of their salary in the event of redundancy.
• 
  All remuneration paid to KMP is valued at cost and expensed.
• 
  The Board’s policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The remuneration committee determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required.
• 
  Remuneration of KEY MANAGEMENT PERSONNEL  is not based on or linked to the performance of the company Chapmans CHP

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