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SP NED Summary Report 2023

Page 1


South Port NZ Ltd

Non-executive directors’ fees benchmarking Summary report

6 September 2023

Strictly private & confidential

Remuneration Service provider Independence declaration

PwC’s Reward Services team has been engaged by the South Port New Zealand Limited (South Port) Board of Directors (the Board) to provide independent remuneration benchmarking services in relation to South Port’s Directors’ fees (the Services).

As lead engagement Partner for the provision of the Services to the Board, I declare that no influence has been brought to bear upon me or, to the best of my knowledge and belief, any member of the PwC Reward Services team, by any Board member, employee or executive of South Port or any other party regarding the Services or outcomes of the Services.

Dated: 6 September 2023

Summary table

The table below provides a summary of South Port’s proposed director fees, together with updated market data extracted from apeer comparator group of 11 NZXlisted companies determined by the South Port Board in 2022. The updated median market capitalisation across the sample as at July 2023 was $200 million, relatively well aligned to South Port’s current market capitalisation of $194 million. Details of the comparator group are provided overleaf.

Fee data is current to the date of this report and has been sourced from publicly available information, including annual reports and NZX disclosures. Where the Board chooses to position its fees against this market data will depend on the Board’s view of the overall relevance of the comparator group and specifically, South Port’s view on relative complexity of operations, scale, ranking (by scale) and risk profile as compared with those of the comparator companies.

1. Proposed director policy fees as provided by South Port.

2. Analysis of the 9 companies in the sample which had a non-executive Board Chair domiciled in NZ. The majority of Chair roles receive no committee fees, with the base fee recompensing all Board contribution/roles held. Where additional fees are paid, this data is included in the market analysis above.

3. Analysis of base NED fees for all 11 companies in the comparator group.

4. Analysis of each of the 10 companies’ that had this committee/paid separate fees for this committee.

5. Only 5 companies paid additional fees for this role.

6. We understand South Port is developing terms of reference for committees based on the governance needs of the company, and that one area being considered is remuneration. For completeness, market data for the chair and members of the Remuneration Committee in the sample of 11 is as follows:

o Median Chair fee - $10,000 (sample of 8)

o Median Member fee - $5,500 (sample of 4).

7. Analysis of each of the 11 companies where a pool fee is set/disclosed.

Table 1: Summary of South Port’s proposed fees compared to the market median data of the fees of the peer comparator group (details overleaf)

Peer comparator group

Table 2: Comparator group dimensions & South Port’s relativity * Source:

Thank you

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