Directors & Key Personel Salaries CM8, page-2

So the directors made a decision on behalf of all shareholders to purchase Track Concepts in 2015 for $35.5m

https://www.arnnet.com.au/article/584699/crowd-mobile-buys-track-concepts-35-5-million/

Then in 2018 only three years later the directors wrote off $26m

My question to the board is this. Are the directors fees disproportionate to the performance of the company, the write off, similar companies directors and executive remuneration, the loss, the current performance and so forth????

Are the Directors adhering to guidelines set by the company below?????

Principles used to determine the nature and amount of remuneration

The objectives of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders. The Board of Directors ("'the board') ensures that executive reward satisfies the following key criteria for good reward governance practices:

** competitiveness and reasonableness

** acceptability to shareholders

** performance linkage/ alignment of executive compensation

** transparency

The Board is responsible fordetermining and reviewing remuneration arrangements for its directors andexecutives.

The performance of the Group dependson the quality of it

s directors and executives. Theremuneration philosophy is

to attract, motivate and retain highperformance and high quality personnel.

The reward framework is designed toalign executive reward

to shareholders' interests. TheBoard have considered that

it should seek to enhance shareholders'interests by:

●having revenue and economic profitas a core component of plan design

●focusing on sustained growth inshareholder wealth, and particularly growth in share price, and delivering

constant or increasing return

on assets as well as focusing theexecutive on key non-financial drivers of value

●attracting and retaining highcalibre executives

Additionally, the reward frameworkshould seek to enhance executives' interests by:

●rewarding capability and experience

●reflecting competitive reward forcontribution to growth in shareholder wealth

●providing a clear structure forearning rewards

In accordance with best practicecorporate governance, the

structure of non-executive directorand executive director

remuneration is separate.

Non-executive directors remuneration

Fees and payments to non-executivedirectors reflect the demands and responsibilities of their role. Non-executive

directors' fees and payments arereviewed annually by the

Board. The Board may, from time totime, receive advice

from independent remunerationconsultants to ensure non-

executive directors' fees andpayments are appropriate

and in line with the market.Non-executive directors may receive share options or other incentives. Fees arereviewed

annually and include superannuationcontributions, where

required. The non-executivedirectors do not receive any

other benefits.

ASX listing rules require theaggregate non-executive directors remuneration be determined periodically by ageneral

meeting. The most recentdetermination was at the Annual General Meeting held on 9 December 2015, wherethe

shareholders approved an aggregateremuneration of $500,000.

Executive remuneration

The Group aims to reward executivesbased on their position

and responsibility, with a level andmix of remuneration

which has both fixed and variablecomponents.

The executive remuneration andreward framework has four components:

●base pay and non-monetary benefits

●short-term performance incentives

●share-based payments

●other remuneration such as superannuationand long service leave

The combination of these comprisesthe executive's total remuneration.

Fixed remuneration, consisting ofbase

salary, superannuation andnon-monetary benefits, are reviewed annually by the Board, based on individualand business unit performance, the overall performance of the Group andcomparable market remunerations.

The short-term incentives ('STI')program is designed to align the targets of the business units with the targetsof those executives in charge of meeting those targets. STI payments are paidas cash bonuses and are discretionary.

The long-term incentives (‘LTI’) mayinclude equity based

payments in the form of shares,performance rights or options. The Company primarily utilises a PerformanceRights Plan ('PR Plan') as approved by shareholders on 17

December 2014 (supported by 99.98%of the votes received) to grant selected employees (and Directors) performance rightswhich entitles them to receive ordinary shares in the Company, subject to theGroup meeting specified performance objectives.

●3,250,000 Class A Performance Rights– on Crowd Mobile

achieving EBITDA of $4,000,000 on anannualised

basis within any consecutive 6 monthperiod within 4 year

s of completion of the acquisitionby the Company of

the Crowd Mobile businesses('Acquisition'), which occurred on 13 January 2015;

●3,250,000 Class B Performance Rights– on Crowd Mobile achieving revenue of $15,000,000 on an annualised

basis within any consecutive 6 monthperiod within 4 years of completion of the Acquisition;

●3,250,000 Class C Performance Rights– on Crowd Mobile

achieving App downloads of 500,000within 4 years

of completion of the Acquisition;and

●3,250,000 Class D Performance Rights–

on Crowd Mobile rolling out 50 Apps

within 4 years of completion of

the Acquisition.

The maximum number of shares thatcan be issued on conversion of the Performance rights is 13,000,000 ordinary

shares. However, given that Class A,Class B and Class C Performance rights have been earned and converted to

ordinary shares previously, only ClassD, totaling 3,250,000 are outstanding.

Performance rights may be issued toall employees and Di

rectors of the Company and anySubsidiary. The number of

performance rights (if any) to beoffered from time to time to each person shall be determined by the Board inits discretion. The performance rights in respect of an employee will vest noearlier than on meeting the relevant

Performance Condition. Unissuedperformance rights will be issued pro-rata at the time the relevant Performance

Condition is met. The employee muststill be employed by the Company at the time of vesting, unless otherwiseagreed

by the Board in limitedcircumstances. Any performance rights that have been earned but remain unvestedwill vest in the event of a takeover or similar event occurring. Should theholder of performance rights resign, all rights not yet

vested will be forfeited.