b'< DIRECTORS REPORTBoard oversightThe Board has an established Nominations, Remuneration and Corporate Governance Committee (Remuneration Committee), which now consists only of independent non-executive directors. It is primarily responsible for setting the overall remuneration policy and guidelines for the company, and its functions include:reviewing and recommending to the Board for approval, the companys general approach towards remuneration, and to oversee the development and implementation of remuneration programs;reviewing and recommending to the Board for approval, corporate goals and objectives relevant to the remuneration of the Managing Director/Chief Executive Officer, and evaluating the performance of the Managing Director/Chief Executive Officer in light of those goals and objectivesreviewing and recommending to the Board for approval, remuneration programs applicable to the company executives, and ensuring that these programs differ from the structure of remuneration for non-executive directorsreviewing the remuneration of non-executive directors, and ensuring that the structureof non-executive directors remuneration is clearly distinguished from that of executivesby ensuring that non-executive directors are remunerated by way of fees, do not participate in schemes designed for the remuneration of executives, do not receive options or bonus payments, and are not provided with retirement benefits other than statutory superannuationRemuneration frameworkIn consultation with external remuneration consultants when necessary (see Use of Remuneration Consultants on page 26), the Remuneration Committee has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the consolidated entity. The framework is designed to satisfy the following key criteria for good reward governance practices:aligned to shareholders interestscompetitiveness and reasonablenessperformance linkage/alignment of executive compensationtransparencyThe remuneration framework is aligned to shareholders interests, it:has economic profit as a core component of plan designfocuses on sustained growth in shareholders wealth, consisting of growth in share price,as well as focusing the executive on key non-financial drivers of valuesattracts and retains high calibre executivesThe remuneration framework is also aligned to program participants interests, in that it:rewards capability and experiencereflects competitive reward for contribution to growth in shareholders wealthprovides a clear structure for earning rewardsAll remuneration paid to directors and executives is valued at cost to the company and expensed.DONACO INTERNATIONAL LIMITED 2019 ANNUAL REPORT 21'