Annual Report 2004 75
26. Specified Director and Specified Executive Disclosures
(a) Specified Directors
The following persons were Specified Directors of Santos Ltd during the financial year:
Barnett, Peter Charles Non-executive Director
Conroy, Francis John Non-executive Director (retired 14 December 2004)
Ellice-Flint, John Charles Managing Director
Gerlach, Stephen Chairman and non-executive Director
Harding, Richard Michael Non-executive Director (appointed 1 March 2004)
McGregor, Graeme William Non-executive Director
O’Leary, Michael Anthony Non-executive Director
Sloan, Judith Non-executive Director
(b) Specified Executives of the Santos Group
The following persons were the six executives with the greatest authority for the strategic direction and management of the Santos Group
(“Specified Executives”) during the financial year:
Name Position
Gouadain, Jacques Elie Vice President – Geoscience and New Ventures
Moore, Paul Derek Vice President – Development Projects and Technical Services
Wasow, Peter Christopher Chief Financial Officer
Wilkinson, Richard John Vice President – Gas Marketing and Commercialisation
Wood, Bruce James Vice President – Strategic Projects
Young, Jonathon Terence Executive Vice President – Operations
All Specified Executives are employed by Santos Ltd.
(c) Remuneration of Specified Directors and Specified Executives
The Remuneration Committee of the Board 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; and the fees for non-executive Directors.
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. 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.
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.
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