COMPUTERSHARE ANNUAL REPORT 2008

Directors’ ReportINFORMATION ON COMPANY SECRETARIESThe qualifications, experience and responsibilities of company secretaries are outlined in the Corporate Governance Statement andform part of this report.INDEMNIFICATION OF OFFICERSDuring the period, the company paid an insurance premium to insure directors and executive officers of the company and itssubsidiaries against certain liabilities.Disclosure of the amount of insurance premium payable and a summary of the nature of liabilities covered by the insurancecontract is prohibited by the insurance policy.REMUNERATION REPORTThe Remuneration Report outlines the remuneration arrangements in place for the directors of Computershare Limited and otherkey management personnel of the Company and Group. References in this report to the Group refer to the Company and itssubsidiaries.This report is set out under the following main headings:A. Principles used to determine the nature and amount of remunerationB. Remuneration structure and service contractsC. Details of remunerationD. Share based remunerationE. Additional informationThe information provided in this remuneration report has been audited as required by Section 308(3c) of theCorporations Act 2001.Key management personnel is inclusive of directors and those within the Company and Group who have the authority andresponsibility for planning, directing and controlling the activities of the Group.A. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATIONRemuneration philosophyThe performance of the Group depends upon the quality of its key management personnel. To prosper, the Group must attract,motivate and retain highly skilled key management personnel.To this end, the Group embodies the following principles in its remuneration framework:> Provide competitive rewards to attract, retain and motivate high calibre key management personnel;> Link key management personnel rewards to shareholder wealth; and> Provide performance incentives which allow key management personnel to share the rewards of the success of the business.Remuneration CommitteeThe Remuneration Committee of the Board of Directors is responsible for determining and reviewing compensation arrangementsfor the directors, the chief executive officer and the senior management team.The Remuneration Committee assesses the appropriateness of the nature and amount of the remuneration of directors and otherkey management personnel on a periodic basis with the overall objective of ensuring maximum stakeholder benefit from theretention of a high quality board and key management team.B. REMUNERATION STRUCTURE AND SERVICE CONTRACTSIn accordance with best practice corporate governance, the structure of non-executive directors, executive directors and other keymanagement personnel remuneration is separate and distinct.Non-executive director remunerationThe Board seeks to set aggregate remuneration at a level which provides the Group with the ability to attract and retain nonexecutivedirectors of a high calibre, whilst incurring a cost which is acceptable to shareholders.Fees to non-executive directors reflect the demands which are made on, and the responsibilities of, the non-executive directors.Non-executive directors’ fees are determined within an aggregate non-executive directors’ fee pool limit, which is periodicallyrecommended for approval by shareholders. A pool of AU$1,500,000 per annum was last approved by shareholders in November2007. The aggregate amount of non-executive directors’ fees is reviewed periodically with reference taken to the fees paid tonon-executive directors of comparable companies. The Board may also elect to receive advice from independent remunerationconsultants if necessary.PAGE 26 Computershare Annual Report 2008