Ms. Trace Arlaud was appointed as a Non-executive Director on 29 August 2022. Ms. Arlaud is a senior mining executive with over 28 years’ experience in the management of mining and site operations and large engineering projects. Ms. Arlaud has particular experience in underground mine planning and operations and has a significant track record in complex underground mining operations and an acute understanding of the associated safety risks. Ms. Arlaud is currently CEO of underground mining specialist, IMB Inc and serves as non-executive director on the boards of Global Atomic Corporation, Seabridge Gold Inc and Imdex Limited. Other than the above, there has been no other transaction or event of a material and unusual nature likely, in the opinion of the Directors, to significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group, in future financial years. Company Secretary Ms. Joanne McDonald was appointed to the position of Company Secretary on 5 October 2015. Ms. McDonald is a qualified Chartered Secretary with over 18 years’ professional experience working for listed companies in Australia and the UK. Prior to joining IGO, Ms. McDonald held positions with Paladin Energy Ltd and Unilever plc. Ms. McDonald is currently a WA State Councillor for the Governance Institute of Australia and a Director of the Leeuwin Ocean Adventure Foundation and the Fremantle Foundation. Ms. McDonald is a Fellow of the Governance Institute Australia and a Graduate of the Australian Institute of Company Directors. Meetings of Committees Full Meetings of Directors People, Performance & Culture Audit & Risk Committee Nomination & Governance Committee Sustainability Committee Name A B A B A B A B A B Debra Bakker 14 15 4 4 5 5 ** ** ** ** Peter Bilbe1 5 5 ** ** ** ** ** ** ** ** Kathleen Bozanic 15 15 ** ** 5 5 3 3 ** ** Peter Bradford 15 15 ** ** ** ** ** ** ** ** Peter Buck 15 15 4 4 ** ** 3 3 ** ** Michael Nossal 15 15 4 4 ** ** ** ** 4 4 Keith Spence 15 15 ** ** 5 5 3 3 4 4 Xiaoping Yang 15 15 ** ** 5 5 ** ** 4 4 A = Number of meetings attended. B = Number of meetings held during the time the Director was a member of the committee during the year. ** = Not a member of the relevant committee. 1. Mr. Bilbe retired as a Non-executive Director effective 18 November 2021. Note: The 15 board meetings included seven special purpose board meetings held during the year. Note: Directors who are not members of a specific committee have a standing invitation to attend committee meetings with the consent of the relevant committee chair and in practice generally attend all committee meetings. Their attendance is only included in the table if they are a member of the committee. Meetings of Directors The numbers of meetings of the Directors and of each Board Committee held during the year ended 30 June 2022, and the numbers of meetings attended by each Director were: Name Ordinary Fully Paid Shares Performance Rights Service Rights Unvested Vested and Exercisable1 Unvested Vested and Exercisable1 Debra Bakker 30,800 - - - - Kathleen Bozanic 15,844 - - - - Peter Bradford 866,756 289,497 162,617 80,486 169,668 Peter Buck 26,118 - - - - Michael Nossal 55,000 - - - - Keith Spence 24,728 - - - - Xiaoping Yang 14,200 - - - - Total 1,033,446 289,497 162,617 80,486 169,668 1. Performance rights and service rights vested and exercisable have vested due to performance and service conditions being achieved and, subject to being exercised, will convert into ordinary shares. Directors Interest in Shares and Share Rights of the Company At the date of this report, the interests of the Directors in the shares, performance rights and service rights of IGO Limited were as follows: Letter fromChair of People, Performance & Culture Committee Dear Shareholder Over the past two years, the Board and executive Key Management Personnel (KMP) have materially reshaped the Company, through three significant transactions, being the investment in TLEA with Tianqi, the divestment of Tropicana and the acquisition of Western Areas, to realise the Company’s winning aspiration to be a globally relevant supplier of products critical to clean energy. By doing this we are contributing to a better planet for future generations, and have delivered significant value for our shareholders. The Board recognises the benefits of continuity within the business and the success generated by teams, including the KMP, that are incentivised, developed and retained to achieve the kind of strong results and long-term shareholder value that we created in FY22. The Board also remains vigilant regarding the current competitive environment for talent, the continued pressure on the retention of key executives and the need to ensure fixed and variable remuneration remains competitive to ensure we continue to attract and retain talent. In recognition of the competitive environment and the increasing scale and complexity of the business, as well as the need to evolve an appropriate organisational and remuneration structure to support further growth, in FY22 the committee engaged an independent, global remuneration specialist to assist with the provision of research to allow the Board to align IGO KMP remuneration to relevant global peers for FY23. The Board also regularly engages with major investors and proxy advisors on ESG and remuneration matters. Taking into account input from these discussions, external benchmarking performed for KMP roles of similar scope and complexity, and in recognition of the critical role that the retention of KMPs depth and expertise of talent plays in value creation for the Company, the Board have approved a number of changes for FY23, which are summarised below and are outlined in greater detail in Section 5 of this report: • CEO and COO Total Fixed Remuneration (TFR) increased to $1,510,000 and $850,000 respectively to reflect benchmarking and the increased complexity of the roles • STI Target Opportunity unchanged at 100% for the CEO and 50 to 80% for the COO and other KMP, paid as 40% cash and 60% service rights (50% and 50% respectively in FY22); and • LTI Target Opportunity set at 120% for the CEO (increased from 100%) and 50 to 80% for the COO and other KMP, delivered by way of performance rights or options (up to 60% of LTI opportunity), with LTIs vesting over three years, following which 50% of the vested LTIs are subject to a hold lock for 12 months (previously no hold lock). Board and Committee Fees The Board and Committee fees were reviewed and benchmarked against industry and ASX peer data, taking into consideration the changes to the size and complexity of the IGO business. To align with market practice, the Board has approved a number of changes to Board and Committee fees that will apply from 1 July 2022 as follows: • Chair fee increased to $280,000 (from $260,000) • Non-executive Director fees increased to $150,000 (from $140,000); and • no change in Committee Chair fees. Further details are outlined in Section 4 of this Remuneration Report. Each year we try to improve our reporting transparency and clarity for shareholders, and I invite you to review the full FY22 Remuneration Report which we trust clearly explains the links between our strategy, performance and executive remuneration outcomes and the alignment with shareholder interests. The Board will continue to monitor the effectiveness of the reward framework with KMP and shareholders and welcome your feedback in FY23 in our endeavour to continuously improve the transparency in all that we do. Thank you for your ongoing support of IGO. Debra Bakker Chair, People, Performance & Culture Committee 29 August 2022 IGO ANNUAL REPORT 2022— 59 58 —IGO ANNUAL REPORT 2022
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