Annual Report 2004 37
The Remuneration Committee is
responsible for reviewing the
remuneration policies and
practices of the Company
including: the compensation
arrangements for the Managing
Director and senior management;
the Company’s superannuation
arrangements; employee share and
option plans; executive and senior
management performance review,
succession planning, and, within
the aggregate amount approved
by shareholders, the fees for non-
executive Directors. The role of
the Remuneration Committee is
documented in a Charter,
approved by the Board, which
Charter prescribes that the
Committee must consist of at
least three non-executive
Directors. The Committee has
access to independent advice and
comparative studies on the
appropriateness of remuneration
arrangements. 
The current members of the
Remuneration Committee, all of
whom are independent non-
executive Directors, are: Professor
J Sloan (Chairperson), Mr S
Gerlach and Mr P C Barnett. 
NON-EXECUTIVE DIRECTORS 
Within the aggregate amount
(being $1,500,000 per year)
approved by shareholders at the
Annual General Meeting of the
Company held on 7 May 2004, 
the fees of the Chairman and 
non-executive Directors are set 
at levels which represent the
responsibilities of and the time
commitments provided by those
Directors in discharging their
duties. Regard is also had to 
the level of fees payable to 
non-executive Directors of
comparable companies. 
As previously announced,
non-executive Directors’ fees were
increased effective 1 July 2004.
Non-executive Directors, other
than the Chairman, who are
members of Board Committees
receive additional fees. Non-
executive Directors may not
participate in any of the
Company’s bonus, share or 
option plans. 
The Directors determined to cease
retirement allowances to non-
executive Directors effective from
30 June 2004. Non-executive
Directors appointed before 1
January 2004 are entitled to
receive benefits accrued to that
date, payable upon ceasing to
hold office as a Director. The
retirement payment (inclusive of
superannuation guarantee charge
entitlements) is made pursuant to
an agreement entered into with
each non-executive Director on
terms approved by shareholders at
the 1989 Annual General Meeting.
These benefits have been fully
provided for by the Company. 
EXECUTIVE DIRECTORS 
The Managing Director, Mr J C
Ellice-Flint, is currently the only
Executive Director, he being
appointed a Director on 19
December 2000. 
Mr J C Ellice-Flint has an
executive service agreement with
the Company which continues
until terminated by either party in
accordance with the agreement.
Termination arrangements relating
to the Managing Director were
agreed in advance of his
appointment, and those relating
to the equity component of his
remuneration were notified at the
time of the appointment. 
His remuneration comprises a base
salary reviewed annually and an
annual bonus calculated on a
formula that includes components
to measure the growth of
profitability, exploitable reserves
and share price. 
He also has an entitlement to
1,000,000 Restricted Shares,
details of which are described in
note 18(h) to the financial
statements and holds 3,000,000
options under the Santos
Executive Share Option Plan. 
If the Company terminates Mr J C
Ellice-Flint’s appointment without
cause, the Company may at its
option, in lieu of part or all of the
notice period of 24 months, pay
to him an amount equal to a
proportion or multiple of his
annual base salary and the current
year’s potential bonus (excluding
the application of any
performance condition) at the
time at which notice is given. 
SENIOR EXECUTIVES 
(a) Remuneration Objectives
and Principles
The objectives of the Company’s
remuneration policy are to attract,
retain and motivate appropriately
qualified and experienced
executives capable of discharging
their respective responsibilities to
enable the Company to achieve its
business strategy. 
The principles underlying the
remuneration policy are: to