Ann: Rob Waugh appointed Non-Executive Chair of Caprice Resources, page-17

Thanks for your response. Fair points regarding time commitment and structure.

Yes, non-executive directors aren’t full-time employees and their involvement is typically part-time and often remote. But that’s precisely why the limited time they do allocate needs to be well-compensated, especially if you want someone with real experience and insight to show up mentally engaged, not just dial in ... or worse, skip meetings entirely, as you mentioned.

What you're describing (12 board meetings plus a few subcommittees) may be the impression one gets from the statistics in annual reports, but that’s quite different from the reality inside a functioning board.In practice, there are not only formal board meetings, but also numerous chats, calls, circular resolutions and ad hoc tasks where each director contributes to decision-making.

The time commitment is often underestimated by those who haven’t served on active boards.And for successful people, time is extremely valuable. Without meaningful upside, they may simply decline such roles or be unable to allocate sufficient attention due to the opportunity cost.

I completely agree that free shares for low-bar performance are a problem. That’s lazy incentive design. And yes, there are definitely many “lifestyle companies” listed on the ASX where shareholders end up subsidizing a comfortable life for underperforming directors. That’s frustrating and should be called out.

When structured well, performance-based equity (like out-of-the-money options or performance rights linked to long-term share price hurdles or operational milestones) is a smart way to align interests. It keeps cash costs low, gives directors skin in the game and rewards real value creation.As a shareholder, I’m very happy for directors to earn a fortune ... if the share price doubles, triples or tenfolds!!

Ultimately, this isn’t about paying for attendance. It’s about compensating judgment, network, strategic input and the reputation risk directors take when joining a board. That’s the value strong boards are supposed to deliver.