20 FINANCIAL REPORT ALLUP SILICA Year Ending 30 June 2023 ALLUP SILICA LIMITED DIRECTORS’ REPORT The Board’s remuneration policy reflects its obligation to align executive remuneration with shareholder interests and to retain appropriately qualified executive talent for the benefit of the Company. The main principles of the policy are: (a) remuneration reflects the competitive market in which the Company operates; (b) individual remuneration should be linked to performance criteria if appropriate; and (c) executives should be rewarded for both financial and non-financial performance. The total remuneration of executives consists of the following: (a) salary – executives receive a fixed sum payable monthly in cash; (b) cash at risk component – the executives are eligible to participate in a cash bonus plan if deemed appropriate; (c) share and option at risk component – executives may participate in share, performance rights and option schemes generally made in accordance with thresholds set in plans approved by shareholders if deemed appropriate. However, the Board considers it appropriate to retain flexibility to issue shares, performance rights and options to executives outside of approved schemes in exceptional circumstances; and (d) other benefits – executives may, if deemed appropriate by the Board, be provided with a fully expensed mobile phone and other forms of remuneration. The following were Key Management Personnel of the Company during the year: (John) Campbell Smyth (Non-Executive Director / Non-Executive Chairman from 15 March 2023) Andrew Haythorpe (Managing Director / Executive Chairman to 15 March 2023) Gavin Ball (Executive Director to 7 March 2023 / Non-Executive Director from 7 March 2023) Nicholas (Nick) Revell (Executive Director) (resigned 7 March 2023) Mark Lester (Chief Financial Officer) Key Terms of Agreements with Directors, Key Management or Related Parties Andrew Haythorpe – Managing Director - Services Agreement The Company and a related entity to Andrew Haythorpe have entered into an executive services agreement for his role as Executive Chairperson. This agreement commenced upon successful listing on the Official List of the ASX. The principal terms of the agreement are as follows: (a) A base salary of $120,000 per annum (exclusive of GST). Base salary was increased $156,000 (exclusive of GST) on 7 March 2023. (b) The agreement may be terminated: (i) by either party without cause with 6 months' written notice, or in the case of the Company, immediately with payment in lieu of notice; (ii) by the Company with 6 month’s notice, or immediately with payment in lieu of notice if the executive is unable to perform his duties under the agreement for three consecutive months or a period aggregating to three months in a 12 month period; (iii) by either party with 6 months' written notice if the executive's role becomes redundant. If the Company terminates the employment of the executive within 12 months of a Change of Control it will be deemed to be a termination by reason of redundancy. If the Company terminates for reason of redundancy it shall be obliged to pay the executive for any notice period worked. In addition, it will be required to pay any redundancy amount payable under applicable laws, an amount equal to 6 months' base salary (less tax) and any accumulated entitlements;
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