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Based on the report from the firm, the Board approved annual
remuneration, including post employments benefits payable to
Directors, as follows with effect from 1 January 2007 which applies
to the Financial Year as well:
Role $
Chairman 225,000
Non-Executive Director 100,000
Additional fee for enhanced responsibility:
— Chairman of ARMC 13,000
— ARMC member 6,500
— Chairman of Compliance Committee 10,000
— Compliance Committee member 5,000
Further the following other policies apply to Directors’ remuneration:
• Fee levels for all non-executive Directors will be positioned
between the median and the 75th percentile of the general
market comprising comparable board roles in listed companies
within the range of half to twice the market capitalisation,
revenue and total assets of Spark Infrastructure;
• The Chairman’s fee to be in the range of 2.0 and 2.5 times that
of non-executive Directors;
• The Chairman of board committees (other than the Chairman
of the Board) shall be eligible to receive a committee chair fee
in addition to the base non-executive Director fee;
• Members of board committees shall be eligible to receive a
committee membership fee in addition to the base non-executive
Director fee, set at half the fee of the committee chair; and
• In setting the fees applicable to committee chairs and
committee members, the Board is to consider the relative
workloads of committees.
In December 2008, the Board reviewed the remuneration of Directors
who are appointed to committees of the Board against remuneration
of similar enterprises. Based on the review the following the following
adjustments were made to the remuneration of Directors holding
enhanced responsibility as members of various committees:
— Chairman of ARMC $20,000
— ARMC member $10,000
— Compliance Committee member $10,000
The above changes are effective from 1 January 2009.
The Directors are paid a fixed remuneration as disclosed above.
None of the remuneration is linked to the financial performance
of Spark Infrastructure or its security price.
In addition to the above fees, Ms Cheryl Bart was entitled to a
Director’s fee of $100,000 (2007: $30,000) and Mr Peter St George
to $108,018 (2007: $25,000) to act as representative Directors of
Spark Infrastructure on the ETSA and CHEDHA boards respectively.
These fees were paid by ETSA and CHEDHA to the identified
Directors directly, and not by Spark Infrastructure.
Remuneration of Executives
Spark Infrastructure does not have any employees. Spark
Infrastructure Management Limited (“Manager”), as the manager of
Spark Infrastructure, makes employees (including senior executives)
available under the Management Agreement. Spark Infrastructure
is not liable for expenses referable to the executives. Accordingly,
executive remuneration details are not provided in this report.
The Manager is paid management fees as mentioned in Note 24.
Performance of Spark Infrastructure
The following table provides details of Spark Infrastructures’
performance for the last three years:
Financial Period
Ended 31 December
2008 2007 2006a
$’000 $’000 $’000
Profit before Loan Note Interest 170,004 183,274 171,543
Profit after tax attributable to
Securityholders 9,453 56,932 25,882
Security Price b ($) 1.30 1.98 1.74
Distribution per security (cents) 18.51 18.06 15.61
a The figures for 2006 cover the period from 1 November 2005 (date of incorporation)
to 31 December 2006, as it was the first year of operation.
b Security price is based on last trading day of each year and 2006 price includes
54 cps in instalment receipt.
Auditor’s Independence Declaration
The auditor’s independence declaration as required under section
307C of the Corporations Act 2001 is set out on page 18.
Rounding of Amounts
As permitted by ASIC Class Order 98/0100 dated 10 July 1998,
amounts in the Directors’ Report and the financial report have been
rounded to the nearest thousand dollars, unless otherwise indicated.
Signed in accordance with a resolution of the Directors made
pursuant to section 298(2) of the Corporations Act 2001.
On behalf of the Directors:
S Johns D Morley
Chairman Director
Sydney
24 February 2009
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