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3. Non‑executive director arrangements – audited (continued)

3.2 Non‑Executive Directors’ Share Plan (NEDSP)

The NEDSP was established in November 2001, following shareholder approval, to facilitate the purchase of shares by directors by nominating a percentage of their pre‑tax remuneration to be used to buy the Company’s shares on market at predetermined dates.

The shares are fully vested and if acquired prior to 1 July 2009 can be held in the NEDSP for up to ten years from the date of purchase or until retirement, whichever occurs frst. Shares acquired under the NEDSP after 1 July 2009 can be held for up to seven years.

3.3 Non‑executive directors’ retirement benefts

Shareholders approved a directors’ retirement plan (Plan) which entitles directors to be paid a retirement beneft based on the highest total emoluments paid to a director during any consecutive three‑year period.

However, those retirement beneft arrangements have been phased out in the following manner:

–– The Company ceased to offer retirement benefts to non‑executive directors appointed after 30 June 2003. –– Directors in offce at 30 June 2003 (Participating Directors) remained contractually entitled to a retirement beneft. However, those directors agreed to cap their beneft entitlement as at 30 June 2004 and amortise their respective benefts entitlement from that date, over the period they remain in offce, at a rate equivalent to 20% of their annual directors’ fees.

–– Participating Directors remain entitled to receive the greater of:

–– the amortised balance of their retirement beneft at the date they retire from offce; or

–– an amount equal to 25% of the total emoluments they received as a director over the period from the date of their appointment as a director to 30 June 2004 (Minimum Retirement Beneft).

During the course of the fnancial year ended 30 June 2009, the Minimum Retirement Beneft Limit was reached for all Participating Directors, therefore no further amortisation of retirement benefts occurred during 2011.

Only one Participating Director remains in offce at the date of this report and is entitled to receive as a retirement beneft, an amount equal to 25% of the total emoluments he received as a director over the period from the date of his appointment as a director to 30 June 2004.

The amount of retirement benefts paid to retiring directors (if any) during the year under the terms of the Plan and full details of directors’ benefts and interests are included in the table in section 3.4.

Directors’ Report (continued)