Board of Directors

The following investor information is disclosed for the purposes of Rule 26 of the AIM Rules for Companies.

Terry Winters – Non-Executive Chairman

David Gaul – Non-Executive Director

Alex Zelinsky – Non-Executive Director

Ken Kroeger – Managing Director & CEO

Mike Roberts – Non-Executive Director

Allistar Twigg – Company Secretary

 

Director Biographies

Terry Winters

Non-executive Director and Chairman

Terry Winters is widely known as a strategic leader having served as chairman and director of several Australian and international listed and private companies and charities. He  has led companies from start-up to successful realisation events and is currently chairman of Australian Home Care Services, Converge International and Intelledox and is a director of Future Fibre Technologies and Many Rivers Microfinance.  Terry led the team that created Optus Communications, Australia’s second telecommunications carrier. Prior to this, he founded Link Telecommunications, a business that grew to over $200 million in revenues with over 1,000 employees. In addition, he spent 13 years on various boards of the Multiple Sclerosis Society in Australia. During this time he led the creation of a ‘for profit’ subsidiary, achieving revenues today of greater than $100m. He also served on several boards of Opportunity International, a global microfinance organisation, including a period as its global chairman.

David Gaul

Non-executive Director

David Gaul is co-founder, non-executive director and past President of CEA Technologies Pty Limited, a highly successful technology company that designs and develops radar and communications technology.  David was the Australian Technology Entrepreneur of the Year in 2003 and Australian Export Hero 2009/2010.  David has over 20 years’ experience in high-tech commercialisation. David is a founding fellow of the Australian Institute of Company Directors.

Dr Alex Zelinsky Ph.D., BMath., SMIEEE, FAICD, FTSE

Non-executive Director

Alex Zelinsky is currently Chief Defence Scientist at DSTO.  Prior to this, Alex was Group Executive, Information Sciences at CSIRO.  Alex is a co-founder of Seeing Machines and was the company’s first CEO.  Alex was also Professor and Head of Department of Information Engineering at the Australian National University. Alex is extensively published and is internationally recognised as a leader in the fields of robotics and computer vision. He has worked in the computer industry and has had extensive international experience as a project leader developing cutting edge technology. Alex has received numerous international awards and recognition for his work. In May 2005 Alex received the prestigious Australian Academy of Technological Sciences and Engineering Clunies-Ross Award for successful innovation involving the application of science and technology for the benefit of Australia.

Ken Kroeger

Managing Director and Chief Executive Officer

Ken Kroeger is a successful technology entrepreneur who founded Catalyst Interactive, an internationally recognised 3D simulation and training provider which was acquired by KBR (one of the world’s largest engineering, procurement, defence and construction companies) in 2008. At Catalyst, Ken grew the organisation from inception to an international business through technical innovation and sound leadership.  Ken’s background in technology, R&D, business management and international sales and marketing to defence, government and industry provides Seeing Machines with a strong commercial focus backed by the organisation’s proven R&D and engineering capability.

Mike Roberts

Non-executive Director

Mike Roberts is a London-based private investor who has been an active shareholder in the Company since the 2005 IPO. Prior to joining the Board, Mike spent 15 years at JPMorgan in the Emerging Markets Group. At JPMorgan, Mike’s responsibilities were primarily in the trading, sales and placement of corporate debt in the Eastern Europe, Africa and Middle East regions. Mike holds a BA in Economics and MSc in Investment Management.

 

Board Committees

The Board has constituted the following committees.

  • Audit Committee
  • Remuneration Committee

The responsibilities of each of these committees is as follows:

Audit Committee

The terms of reference for the Audit Committee state that its duties are:

  • monitor the integrity of the financial statements of the company including announcements containing financial results and all announcements of a price sensitive nature;
  • keep under review the effectiveness of the Company’s internal controls and risk management systems;
  • review and approve the statements to be included in the Annual Financial Report concerning internal controls and risk management;
  • ensure appropriate arrangements exist for any matters of concern raised by employees;
  • monitor and review the internal audit function in the context of the Company’s overall risk management system;
  • consider and make recommendations to the Board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the Company’s external auditor;
  • oversee the relationship with the Company’s external auditor
  • meet with the external auditor at appropriate times in relation to the annual audit;
  • review the findings of the audit with the external auditor;
  • review the effectiveness of the audit;
  • review management response to the audit
  • develop and implement a policy on the supply of non-audit services by the external auditor.

Remuneration Committee

The terms of reference for the Remuneration Committee state that its duties are:

  • determine and agree with the Board the framework for the remuneration of the CEO, Chairman of the Board, the executive directors, the company secretary and other executives management it is designated to consider;
  • reviewing the ongoing appropriateness and relevance of the remuneration policy;
  • approve the design and determine targets for any performance related pay schemes and approve the total annual payments made under those schemes;
  • review the design of all share incentive plans for approval by the Board and shareholders;
  • subject to statutory requirements determine the policy for and scope of superannuation arrangements for each executive director and other senior executives;
  • ensure that contractual terms on termination and any payments made are fair to the individual and the company;
  • determine the total individual remuneration package of each executive director and other senior executives including bonuses, incentive payments, share options and other awards;
  • review and note annually the remuneration trends across the company;
  • oversee any major changes in employee benefits structures throughout the company;
  • agree the policy for authorising claims for expenses for Executive Directors;
  • ensure all legal requirements and best practice in corporate governance regarding disclosure of remuneration are fulfilled;
  • be responsible for establishing the election criteria, selecting and setting the terms of reference for any remuneration consultants who advise the committee.

Membership of the Committees is as follows:

Audit Committee
Terry Winters (Chairman)
David Gaul
Mike Roberts

Remuneration Committee
Alex Zelinsky (Chairman)
David Gaul
Terry Winters

Page last updated on 25 April 2013