Announcement PDF Results Commentary To be read in conjunction with the Attached Appendix 4E and the disclaimer on page 2 of this document FY15 Summary for Contango MicroCap Limited (ASX: CTN)  Financial result – net loss after tax of $734,606 (FY14: Profit of $32,530,489) This result was affected significantly by the general market volatility that occurred during the month of June 2015. For the 11 months ended 31 May 2015 the Company had posted a profit after tax of $10.8m to see this reversed during June to a loss of $0.7m. The contribution of the funds management segment improved from $7,047 (7 months to 30 June 2014) to $870,845 for the year ended 30 June 2015. Funds under management at 30 June 2015 in this part of the business amounted to $774.7m  Dividends Dividends paid during FY15 were 8.6 cps ($13.6m)     The final dividend for the year ended 30 June 2014 was 4.6 cps (05% franked). This was paid on 30 September 2014 The interim dividend for the year ended 30 June 2015 was 4.0 cps (50% franked). This was paid on 27 February 2015 8.6 cps represents a 7.5% increase over the 8.0 cps paid during FY14 Total dividends paid since inception now exceed $95.9m The final dividend for FY15 has not yet been declared.  Shareholder return The share price increased from $1.025 to $1.075 over the financial year. After adding in dividends, this provides shareholders with a total return of 13.3%  Convertible notes On 19th December 2014, the Company issued 265,000 unsecured redeemable convertible notes, raising proceeds of $26,500,000. The notes will pay interest at the rate of 5.5% per annum, half yearly on 31 March and 30 September until maturity on 31 March 2020. The notes have a conversion price of $1.30 per ordinary share and note holders may convert their notes into ordinary shares in the Company on maturity or at various times prior to that as approved by the Board. The notes are fully redeemable on maturity if not converted. The primary purpose of the Convertible Note raising was to support the launch of a new Contango LIC.  CIE launch Since the end of the year the Company subscribed $30m into the IPO of Contango Income Generator Limited (ASX code: “CIE”). The offer for shares in CIE opened on 7 July 2015 and closed on 31 July 2015 with $71,451,000 subscribed (including CTN’s $30m). CIE successfully listed on 14 August 2015. CIE’s investment manager is Contango Asset Management Limited (“CAML”) and it will be entitled to a management fee of 0.95% per annum on the value of CIE’s investment portfolio - adding approximately $670,000 to the group’s consolidated annual revenue. Contango MicroCap Limited ABN 47 107 617 381 Phone: +61 3 9222 2333 Level 27, 35 Collins Street MELBOURNE VIC Australia 3000 contango@contango.com.au www.contango.com.au  Investment portfolio performance In FY15 the investment return obtained from the Company’s investment portfolio compared to relevant ASX benchmarks was: Annual return to 30 June 2015 % CTN Investment Portfolio +2.1% S&P/ASX All Ordinaries Accumulation Index +5.7% S&P/ASX Small Companies Accumulation Index +0.4% S&P/ASX Emerging Companies Accumulation Index -3.6% Other wholesale products managed by Contango Asset Management Limited also performed strongly: Product (year to 30 June 2015) Australian Equities Product Benchmark S&P/ASX300 Accum Contango Return +8.2% Benchmark Return +5.6% Excess Performance +2.6% Small Companies S&P/ASX Small Ords Accum +2.1% +0.4% +1.7% Microcaps S&P/ASX Emerging Cos Accum +2.2% -3.6% +5.8% Income Generator ASX All Ordinaries Accum +9.7% +5.7% +4.0% Leaders Income S&P/ASX300 Accum +9.9% +5.6% +4.3% Global Unhedged MSCI ACWI Ex-Aust $A +26.9% +21.6% +5.3%  Net Assets At 30 June 2015 the after tax NTA was $1.058 per share ($1.138 ps at 30 June 2014) – a return of +0.5% after adjusting for dividends.  Growth in shareholder base At 30 June 2015 the Company had a record number of shareholders at 5,947, up 1,029 from 4,918 at 30 June 2014. For media enquiries contact: George Boubouras (03) 9222 2324 +61 414 614 225 gboubouras@contango.com.au James Aanensen (03) 9607 4500 + 61 410 518 590 jaanensen@prx.com.au For investor enquiries contact Contango directly: (03) 9222 2333 contango@contango.com.au DISCLAIMER Reference to investment performance or market outlook and positioning does not contain investment recommendations nor provide investment advice. There may be errors or omissions in the compilation of information for this document. Nothing in this document should over-ride the information provided in the Audited Financial Statements and Appendix 4E. Neither Contango MicroCap Limited (CTN) nor its related entities, directors or officers guarantees the performance of, or the repayment of capital or income invested within CTN or any associated product or Fund. CTN nor Contango Asset Management Limited, ABN 52 085 487 421, AFSL No. 237119 who is the Investment Manager of CTN are not authorised or licensed to provide financial advice. We strongly encourage you to obtain detailed professional advice and to read any relevant offer document in full before making any investment decision. Page | 2 CONTANGO MICROCAP LIMITED ABN 47 107 617 381 and controlled entities PRELIMINARY FINAL REPORT / APPENDIX 4E FOR THE YEAR ENDED 30 JUNE 2015 PROVIDED TO THE ASX UNDER LISTING RULE 4.3A 1 Appendix 4E - Preliminary Final Report CONTANGO MICROCAP LIMITED (ABN 47 107 617 381) & CONTROLLED ENTITIES (ASX code “CTN”) 1. Reporting period – for the year ended 30 June 2015, compared with the year ended 30 June 2014 2. Results for announcement to the market o Revenues from ordinary activities down from $49.3m to $5.9m o Profit/(loss) from ordinary activities after tax down from +$32.5m to -$0.7 m o Net profit (loss) for the period attributable to members up from +$32.5m to -$0.7m Dividends paid or payable relating to the current year earnings o Final dividend for the year ended 30 June 2014 of 4.6 cents per share (50% franked) was paid on 30 September 2014 ($7,251,394 paid) o Interim dividend for the year ended 30 June 2015 of 4.0 cents per share (50% franked) was paid on 28 February 2015 ($6,355,253 paid) o Final dividend for the year ended 30 June 2015 has not yet been declared 3. Statement of Comprehensive Income – refer attached financial statements 4. Statement of Financial Position - refer attached financial statements 5. Statement of Cash Flows - refer attached financial statements 6. Dividends – during the financial year ended 30 June 2015, the company paid a total of $13,606,647 to shareholders as dividend payments. Refer to note 6 of the attached financial statements. 7. Dividend reinvestment plan - the Company’s DRP provides for a 3% discount to the Volume Weighted Average Price of ordinary shares for the 4 trading days up to and including record date. The last date for receipt of election notices for participation in the DRP is close of business one day after record date. 8. Statement of Retained Earnings/(Accumulated Losses) – refer attached financial statements 9. Net tangible assets per security – as at 30 June 2015 the NTA was $1.058 per share (2014: $1.138). 10. Control gained over entities during the period There was no control of any entities gained during the period 11. Associates The Company has no associates or joint venture entities 2 12. Significant information relating to the entity’s financial performance and financial position o The investments of the Company are primarily listed companies on the ASX and have been subject to market value changes that have occurred over the year. Any profit or loss on the revaluation or disposal of investments is taken directly to profit. o Over the 12 month period ended 30 June 2015 the investment return obtained from the Company’s investment portfolio compared to its relevant ASX benchmarks was CTN investment portfolio return S&P/ASX Small Companies Accumulation Index S&P/ASX Emerging Companies Accumulation Index +2.2% +0.4% -3.6% o For the financial year ended 2015, total investment losses were $3.7m (2014: gains of $41.4m) o Securities income and interest earned from investments was $6.3m for the year (2014: $5.0m) o Management fees from external clients for funds management services were $3.3m (7 months in 2014: $1.9m) o Expenses for the year were $9.0m (2014: $7.2m) 13. The financial information provided in this Appendix 4E has been prepared in accordance with Australian accounting standards. 14. Commentary on the results for the period o For the financial year ended 30 June 2015 the loss after tax was $734,606 (2014: profit of $32,530,490). o The earnings per ordinary share were -0.5cps (2014: +21.0cps). o 1,242,335 shares were issued under the dividend reinvestment program applicable to the dividend paid on 30 September 2014 at a price of $1.11 per share. o 1,084,968 shares were issued under the dividend reinvestment program applicable to the dividend paid on 28 February 2015 at a price of $1.03 per share. 15. Audit of the financial report - the financial report has been audited and is not subject to any qualification. Glenn Fowles (Company Secretary) Date: 21 August 2015 3 Contango MicroCap Limited and Controlled Entities ABN 47 107 617 381 Financial report for the Year ended 30 June 2015 Contango MicroCap Limited and Controlled Entities ABN 47 107 617 381 Contents For the year ended 30 June 2015 Page Directors’ Report Remuneration Report Auditor’s Independence Declaration Financial Report for the year ended 30 June 2015 2-15 7-15 16 17-42 Consolidated Statement of Comprehensive Income 17 Consolidated Statement of Financial Position 18 Consolidated Statement of Changes in Equity 19 Consolidated Statement of Cash Flows 20 Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report 21-42 43 44-45 Contango MicroCap Limited and Controlled Entities ABN 47 107 617 381 Directors’ Report For the year ended 30 June 2015 The directors present their report together with the financial report of the Company consisting of Contango MicroCap Limited and the entity it controlled, for the financial year ended 30 June 2015 and auditor’s report thereon. This financial report has been prepared in accordance with Australian Accounting Standards. Directors The names of directors in office during the year are: Mark G Kerr – appointed 7 December 2009 Ian N Ferres – appointed 7 December 2009 David I Stevens – appointed 14 January 2004 Glenn Fowles – appointed 14 January 2004 Principal activities The principal activities of the Company during the financial year were investing in microcap companies listed on the Australian Securities Exchange (ASX) and provision of funds management services to external clients. Results The consolidated loss after income tax attributable to the members of Contango MicroCap Limited was $734,606 (2014: Profit of $32,530,489). Basic earnings per share amounted to -0.5 cents per share for the year (2014: +21.0 cents). Review of operations MicroCap Investment Portfolio The current period loss is primarily attributed to the general market decline that occurred during the month of June 2015. Other full year the Company’s investment portfolio has performed better than the S&P/ASX Small Ordinaries Accumulation Index. During the year the parent company’s share price has risen from $1.020 to $1.075 – after adjusting for 8.6 cents per share of dividends paid this amounts to total return of 13.3%. By comparison, the S&P/ASX Small Ordinaries Accumulation Index rose 0.4% over the same period. The Net Tangible Asset (“NTA”) value per share of the parent entity has decreased by 7.0% - after inclusion of the 8.6 cents per share of dividends paid the NTA return was +0.5%. Fund Management This segment of the business contributed profit before tax of $870,845 for the year ended 30 June 2015. This compares with $7,047 for the 7 months from 30 November 2013 to 30 June 2014 when these activities began as 100% subsidiaries. As at 30 June 2015 funds under management totalled $774.7m (2014: $773.2m). Investment performance of Contango Asset Management Limited’s products over the year has been strong as indicated by the table below: Product (year to 30 June 2015) Aust Equities Small Companies Microcaps Income Generator Leaders Income Global Unhedged Product Benchmark S&P/ASX300 Accum S&P/ASX Small Ords Accum S&P/ASX Emerging Cos Accum ASX All Ordinaries Accum S&P/ASX300 Accum MSCI ACWI Ex-Aust $A 2 Contango Return +8.20% +2.11% +2.22% +9.70% +9.88% +26.91% Benchmark Return +5.61% +0.44% -3.60% +5.67% +5.61% +21.60% Excess Performance +2.59% +1.67% +5.82% +4.02% +4.27% +5.31% Contango MicroCap Limited and Controlled Entities ABN 47 107 617 381 Directors’ Report (continued) For the year ended 30 June 2015 Significant changes in the state of affairs On 19th December 2014, the Company issued 265,000 unsecured redeemable convertible notes, raising proceeds of $26,500,000. The notes will pay interest at the rate of 5.5% per annum, half yearly on 31 March and 30 September until maturity on 31 March 2020. The notes have a conversion price of $1.30 per ordinary share and note holders may convert their notes into ordinary shares in the Company on maturity or at various times prior to that as approved by the Board. The notes are fully redeemable on maturity if not converted. There have been no other significant changes in the Company’s state of affairs during the financial year. After balance date events On 3 July 2015, a subsidiary of the Company, Contango Income Generator Limited (ASX code: “CIE”), lodged a prospectus with the Australian Securities and Investments Commission as an initial public offering of shares proposing to list on ASX. The offer for shares opened on 7 July 2015 and closed on 31 July 2015 with $71,451,000 subscribed including the $30m committed by the Company as the foundation shareholder. CIE successfully listed on 14 August 2015. CIE’s investment manager is Contango Asset Management Limited (“CAML”) and it will be entitled to a management fee of 0.95% per annum on the value of CIE’s investment portfolio - adding approximately $670,000 to CAML’s (and the Company’s consolidated) annual revenue. No other matters or circumstances have arisen since the end of the financial year that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years. Likely developments The Company will continue to pursue its operating strategy to create shareholder value by investing in microcap companies listed on the Australian Securities Exchange (ASX) and furthering its funds management activities. Environmental regulation The Company’s operations are not subject to any significant environmental Commonwealth or State regulations or laws. Dividend paid, recommended and declared The final dividend for the year ended 30 June 2014 of 4.6 cents per share (50% franked) was paid to shareholders on 30 September 2014. The interim dividend for the year ended 30 June 2015 of 4 cents per share (50% franked) was paid to shareholders on 31 March 2015. The final dividend for the year ended 30 June 2015 has not yet been declared. Total dividends paid or declared during FY15 was $13,606,647 (2014: $12,278,508). Share options Unlisted Options 557,052 unlisted options were granted during the completion of the acquisition of the 50.004% of Contango Group Pty Ltd (CGPL) on 30 November 2013. These options have an exercise price of $1.106 and expire on 30 November 2016. There has been no exercise of any of the unlisted options up to 30 June 2015. 3 Contango MicroCap Limited and Controlled Entities ABN 47 107 617 381 Directors’ Report (continued) For the year ended 30 June 2015 Information on directors and company secretary The qualifications, experience and special responsibilities of each person who has been a director of Contango MicroCap Limited at any time during the year is provided below, together with details of the company secretary as at the year end. Name Mark G Kerr Position Chairman (Non-executive) Qualifications LL.B. (University of Melbourne) Appointment 7 December 2009 Experience and expertise Mark is an experienced director whose other current roles include NonExecutive Director of Contango Income Generator Limited (26 October 2012 to present); Non-Executive Chairman of Hawthorn Resources Limited (27 November 2007 to present) and Think Childcare and Education Limited (21 July 2014 to present). Mark is a director of Berkeley Consultants Pty Ltd which specialises in public relations and reputation management consultancy. He is also a director and adviser to various other private companies. Mark's community involvement currently extends to being a member of the Victorian Committee of the Juvenile Diabetes Research Foundation and a member of the St Vincent's Institute Charity Golf Day Committee. Mark was formerly the Non-Executive Chairman of one-time ASX listed company Process Wastewater Technologies Limited from December 2007 to June 2013. Name Ian N Ferres AM Position Board member (Non-executive) Qualifications AM, FIAA, FAICD Appointment 7 December 2009 Experience and expertise Ian has had a distinguished career in the funds management industry. He was employed by National Mutual Limited from 1956 to 1990. His executive positions within National Mutual Limited have included roles as Executive Director from 1983 to 1990, with responsibility for all worldwide equity, property, fixed interest investments and financial/banking ventures from 1975 to 1988, and as Managing Director of Meridian Funds Management 1988 to 1990. Ian was Group Managing Director of Australian Unity from 2002 to 2004. Ian has been chairman of some 15 entities, and a director of a further 15, since he began a non-executive career in 1990. They have included both Federal and State Government corporations, private companies, both listed and unlisted public companies, and community and charitable organizations. Ian is currently a director of Contango Income Generator Limited. He also holds a number of other non-executive positions including: Consultant, TressCox Lawyers since 2005 and Chairman of Technology Development Investment Limited (and a director of its investee companies). 4 Contango MicroCap Limited and Controlled Entities ABN 47 107 617 381 Directors’ Report (continued) For the year ended 30 June 2015 Name David I Stevens Position Managing Director Qualifications Bachelor of Economics (Monash University) Appointment 14 January 2004 Experience and expertise David was the founder in 2004 of Contango MicroCap Limited (CTN) and he was the Portfolio Manager from 2004 to 2011. He jointly founded Contango Asset Management Limited (CAML) in 1998. Prior to establishing Contango he was the Managing Director and Chief Investment Officer of HSBC Asset Management (Australia) Limited. David joined HSBC in 1989 he became CIO in 1990 and Managing Director in 1992. During this period, funds under management at HSBC rose from $700 million to $6.3 billion. Previously with HSBC he had worked in London managing Global portfolios on behalf of US institutional clients. More recently, David introduced a number of new Contango funds aimed at the retirement income and the global equities requirements of the SMSF sector. David continues as the Portfolio Manager of the Contango Global Value Fund which was established in 2007. Special Responsibilities Chief Executive Officer Name Glenn Fowles Position Board Member (Executive) Qualifications Bachelor of Business (Accounting and Finance) (Massey University, NZ) Appointment 14 January 2004 Experience and expertise Glenn has worked in the financial services industry since 1985. His roles at fund management organisations have included that of Company Accountant, Operations Manager, Financial Controller, Finance Director, Chief Operating Officer and Chief Executive Officer. Glenn has extensive experience in all aspects of investment administration, including investment accounting, custody, information systems, compliance and taxation. Special Responsibilities Company Secretary and Chief Financial Officer Directors’ meetings The number of meetings of the board of directors and of each board committee held during the financial year and the numbers of meetings attended by each director were: Board Meetings Mark G Kerr Ian N Ferres David I Stevens Glenn Fowles Eligible to attend Attended 12 12 12 12 12 12 12 12 Audit & Compliance Committee Meetings Ian N Ferres David I Stevens Mark G Kerr Jonathon Zdilar (Secretary) Eligible to attend Attended 4 4 4 4 4 4 4 4 5 Contango MicroCap Limited and Controlled Entities ABN 47 107 617 381 Directors’ Report (continued) For the year ended 30 June 2015 Indemnification and insurance of directors, officers and auditors During the financial year, the Company has paid insurance premiums amounting to $77,500 (2014: $76,230) insuring all the directors and the officers which indemnifies them against any claim made against them subject to the conditions contained within the insurance policy. Further disclosure required under section 300(9) of the Corporations Act 2001 is prohibited under the policy terms. No indemnities have been given or insurance paid for the auditors of the Company. Proceedings on behalf of the Company No person has applied for leave of Court to bring proceedings on behalf of the Company. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 in relation to the audit for the financial year is provided with this report. Non-audit and other assurance services provided by auditor Non-audit services are approved by the audit committee. Other assurance services provided by the auditors (Pitcher Partners) of the company during the year related to the issuance of an Investigating Accountants Report for the Contango Income Generator Prospectus’ and attendance at the Due Diligence Committee meetings for the Contango Microcap Limited convertible note issue. The directors are satisfied that the provision of non-audit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. Amounts paid and payable to Pitcher Partners for: 2015 $’000 2014 $’000 Audit and other assurance services Audit and review of financial reports 69 65 Other assurance services 64 - 133 65 Taxation services - 29 Total remuneration for non-audit services - 29 133 94 Total remuneration for audit and other assurance services Other non-audit services Total remuneration of Pitcher Partners Rounding of amounts The amounts contained in the report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the company under ASIC Class Order 98/0100. The company is an entity to which the Class Order applies. 6 Contango MicroCap Limited and Controlled Entities ABN 47 107 617 381 Directors’ Report (continued) For the year ended 30 June 2015 Remuneration Report (audited)  Message from the Board We are pleased to present the Remuneration Report for the calendar year ending 30 June 2015. The report clearly explains to shareholders the remuneration framework and outcomes for our senior executives and nonexecutive directors during 2014/2015.  Remuneration Changes As we indicated in last year’s annual report, with the takeover of Contango Asset Management (CAML) in November 2013, the business became more complex, increasing staffing to 17 with significantly more portfolios to manage. Over the past year we have not increased staff but made changes to ensure that the organisation was focused on building its funds under management, so as to achieve a sustainable size, and deliver above benchmark investment performance. I indicated last year that we would review the job roles and responsibilities of all key management personnel, align key management to market rates of pay and to review the short and long-term incentive program to ensure that we were able to attract and retain high calibre personnel to achieve our medium to long-term business objectives. During the year we have reviewed the key management personnel’s job roles and responsibilities and added a new executive George Boubouras as Chief Investment Officer. The fixed salary levels for the key management personnel have been reduced to reduce the emphasis on fixed remuneration, with a greater emphasis on short and long-term incentive remuneration. Further, salary levels more closely align with market rates for similar size funds management companies. Finally the Board has agreed to a new incentive program that will commence from 1st July 2015. Over and above these management changes and reviews of remuneration, we have also undertaken a review of the non-executive director’s emoluments. In doing so, we have been able to reduce our overall non-executive director fees from prior years, when non-executive directors were heavily involved in the purchase of the investment management company, the integration of the staff into the wider Contango Group and the restructures referred to above. With the merger of Contango Microcap and CAML, and the finalisation of the new staff remuneration structure, we have been able to streamline this process to achieve a cost effective outcome with regards to remuneration rates for directors. It is the intent of the Board to employ more non-executive directors in the next financial year, to further enhance the skills and attributes of the Board.  2015 Financial Year As can be seen later in the report, remuneration levels for the key management personnel have been reduced to bring them in line with market rates of pay. Performance levels to date have not met benchmark and hence no incentives have been paid in the financial year. The new incentive program will however result in incentives being paid to the key management personnel and other staff, should the organisation be successful in meeting its profit and investment performance targets. 7 Contango MicroCap Limited and Controlled Entities ABN 47 107 617 381 Directors’ Report (continued) For the year ended 30 June 2015 1 Introduction This section describes the scope of the Remuneration Report and the individuals whose remuneration details are disclosed. 1.1 Scope The Remuneration Report sets out in accordance with the Corporations Act 2001 (Cth) and relevant accounting standard requirements the remuneration arrangements in place for the Key Management Personnel (KMP’s) of the group during the 2015 financial year. The information provided in this Remuneration Report has been audited setting out the total remuneration realised in the 2015 financial year. To ensure transparency and simplicity, we have complied tables highlighting the actual remuneration provided to both Non-Executive Directors and senior executives in addition to the statutory requirements. 1.2 KMP’s for the 2015 Financial Year For the purposes of this Remuneration Report the KMP’s are referred to as either senior executives or NonExecutive Directors. The senior executives and the Non-Executive Directors as at 30 June 2015 are set out in the table below: Key Management Personnel (KMP’s) (as at 30 June 2015) Name Title Mark Kerr Ian Ferres David Stevens Glenn Fowles George Boubouras Chairman and Independent NonExecutive Director Independent Non-Executive Director Executive Director and Managing Director Executive Director, Chief Financial Officer and Company Secretary Chief Investment Officer Change during the 2015 financial year No change No change No change No change Commenced - 6th January 2015 2 Remuneration Governance This section describes the role of the Board, the Remuneration and Nominations Committee and the use of external advisors when making decisions. 2.1 Role of the Board and the Remuneration and Nominations Committee The Board is responsible for the group’s approach to remuneration. Consistent with this responsibility, the Board has established a Remuneration and Nominations Committee that comprises all of the independent directors. The role of the Remuneration and Nominations Committee is set out in its charter which was last revised and approved by the Board on 14 November 2013 and is available on our website. With respect to its remuneration functions, its role is to:  Review and approve the remuneration strategy and policies for the group.  Consider and propose to the Board the remuneration of the CEO and consider and approve the remuneration for all other senior executives.  Review and approve the group’s STI and LTI plans and the amount in terms of grants and payments made to senior executives under these plans.  Determine and approve the treatment of equity awards when senior executives cease employment.  Review and make recommendations to the Board regarding the remuneration of Non-Executive Directors. In making its decisions the Remuneration and Nominations Committee considers advice from the CEO and other members of management and from external advisors. Further information on the Remuneration and Nominations Committee role, responsibilities and membership is contained in the Company’s Corporate Governance Statement. 8 Contango MicroCap Limited and Controlled Entities ABN 47 107 617 381 Directors’ Report (continued) For the year ended 30 June 2015 2.2 Use of External Advisors The Remuneration and Nominations Committee seeks and considers advice from independent and external advisors when required. Such advice will typically cover Non-Executive Director remuneration, senior executive remuneration, and advice in relation to short and long term incentive pla