5. Remuneration of Directors
| 5.1 | Directors' fees | ||
| 5.1.1 | The level of remuneration for directors shall be set so as to attract the best candidates for the Board, while maintaining a level of parity with Boards of similar size and type. | ||
| 5.1.2 | The Remuneration Committee will review directors’ remuneration from time to time. | ||
| 5.1.3 | Proposals to change directors’ remuneration are agreed to by the members as a lump sum at Annual General Meetings. The actual division of that lump sum between different directors is a matter for the Board, but it is generally shared equally. However, the Chair will normally receive twice the fees paid to other directors. | ||
| 5.2 | Travel and Expenses | ||
| 5.2.1 | Directors will be reimbursed for all reasonable out-of-pocket expenses such as accommodation and meals in the performance of their duty as a director. Directors’ domestic air travel will be reimbursed at economy rate and overseas travel at business class rate. | ||
| 5.3 | Professional or other services | ||
| 5.3.1 | Generally, CAL directors will not undertake professional or consultancy services for CAL. A director will only undertake such services after: | ||
| (a) | a vigorous commercial evaluation of the potential candidate’s relevant skills and experience; | ||
| (b) | an annual Board review of the terms of ongoing contracts with directors; | ||
| (c) | minuted Board approval of the contract; and | ||
| (d) | disclosure of the contract and key financial benefits in the Annual Report to members. | ||