The Remuneration and Nomination Committee has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Consolidated Entity. The reward framework is designed to align executive outcomes with the creation of long-term shareholder value. The Board recognises that, in the current operating and regulatory environment, executive performances include both advancing opportunities where circumstances permit and protecting the value of the Company’s existing assets and contractual rights. The Board has therefore determined that shareholders’ interests are best served by: – linking performance measures to the successful advancement of field development, early production milestones, and establishment of marketing arrangements, where legally and operationally permissible; – preserving the value of the Block 9 PSC and protecting the Company’s contractual, legal and economic interests during the current period of operational and regulatory uncertainty, including through appropriate regulatory engagement, stakeholder management and the safeguarding of project assets; – maintaining a focus on long term growth in shareholder wealth through delivery of future revenues, reserves development, and position for sustained production; – progressing early-stage licences in a manner that creates strategic optionality, including potential sale or farm-out arrangements; – ensuring executives remain focused on key non-financial drivers of value, including safety, regulatory compliance, operational readiness, and stakeholder relationships; and – attracting and retaining high calibre executives with the skills required to guide the Company through this critical stage of its transition. The performance of the Consolidated Entity depends upon the quality of its directors and executives. To prosper, the Consolidated Entity must attract, motivate and retain highly skilled directors and executives. To this end, the Consolidated Entity embodies the following principles in its remuneration framework: – Offer competitive remuneration benchmarked against the external market to attract high calibre executives; – Where appropriate, provide executive rewards linked to shareholder value; and – Encourage Non-Executive Directors to hold shares in the Company. In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate. Non-Executive Directors’ remuneration Fees and payments to Non-Executive Directors reflect the demands and responsibilities of their role. Non-Executive Directors’ fees and payments are reviewed annually by the Remuneration and Nomination Committee. The Remuneration and Nomination Committee receives independent market data when undertaking this annual review process. The Remuneration and Nomination Committee may, from time to time, receive advice from independent remuneration consultants to ensure Non-Executive Directors’ fees and payments are appropriate and in line with the market. The Remuneration and Nomination Committee did not use the services of a remuneration consultant during the year. The Chairman’s fees are determined independently to the fees of other Non-Executive Directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to the determination of his own remuneration. The 4th edition of the Corporate Governance Principles and Recommendations released by the ASX Corporate Governance Council (Council) specifies that it is generally acceptable for Non-Executive Directors to receive securities as part of their remuneration to align their interest with the interests of other security holders, however Non-Executive Directors should not receive performance-based remuneration as it may lead to bias in their decision making and compromise their objectivity. Generally Non-Executive directors do not receive performance-based bonuses and/or other incentives and prior shareholder approval is required to participate in any issue of equity. The Constitution and the ASX listing rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a general meeting. The most recent determination was at the Annual General Meeting held on 18 November 2010, where the shareholders approved a maximum annual aggregate remuneration of $500,000. The combined payment to all Non-Executive Directors does not exceed this aggregate amount. 27 Melbana Energy Limited Annual Report 2026
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