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>> REMUNERATION POLICIES

Non-executive Directors

Non-executive directors’ fees are paid within an aggregate limit, which is approved by the shareholders from time to time. Each non-executive director is paid fees of $35,000 per annum, and the Chairman receives an additional $20,000 per annum.

Non-Executive Directors serve in accordance with a standard service contract, drafted by the Company’s lawyers, which sets out remuneration arrangements. Retirement payments are determined in accordance with the rules set out in the Corporations Act as at the time of the director’s retirement or termination. Non-executive directors are entitled to receive options under the rules of the ASG Group Limited Employee Option Plan as approved by the shareholders on 12th June 2003.

Executive Directors and Senior Executives

The Remuneration Committee is responsible for determining the remuneration policies for the group, including those affecting the executive directors and the senior executives. The committee may seek appropriate external advice to assist its decision-making.

Remuneration policies and practices are directed at attracting and retaining a motivated workforce and management team. Key principles in setting remuneration include shareholder value, market competitiveness and internal equity.

Senior executives, including Executive Directors, are engaged under the terms of individual employment contracts. Such contracts are based upon standard terms drafted by the Company’s lawyers. Executive Directors do not receive any directors’ fees in addition to their employment salary and remuneration arrangements.

The monetary package is divided between a base salary and an incentive portion. Base salary is set to reflect the market salary for a position and individual of comparable responsibility and experience. Base salary is regularly compared with the external market by participation in industry salary surveys and during recruitment activities generally. It is the policy of the Company to maintain a competitive salary structure to ensure continued availability of experienced and effective management and staff.

The incentive portion is payable based upon attainment of objectives related to the executive’s job responsibilities. The objectives vary, but all are targeted to relate directly to the Company’s business and financial performance and thus to shareholder value.

All employees including Executive Directors and Senior Executives are eligible to participate in the ASG Group Limited Employee Option Plan (the “Plan”). Actual participation is dependent upon the discretion of the Board Remuneration Committee exercising the powers of the Plan Committee under the terms of the approved Plan. The Committee exercises its discretion to apply vesting and hurdle conditions which are intended to ensure that rewards are available only to employees who contribute to the Company over the medium to long term and that the benefits flowing from the Plan are aligned to value achieved by shareholders.