Board of Directors

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

David Gaul – Non-Executive Chairman

Rob Sale – Non-Executive Director

Trent Victor – Non-Executive Director

Alex Zelinsky – Non-Executive Director

Ken Kroeger – Managing Director & CEO

Belinda Burgess – Company Secretary

Director Biographies

David Gaul

Non-executive Chairman

Mr Gaul is co-founder, non-executive director and past President of CEA Technologies, 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 has over 20 year’s experience in high-tech commercialism. David is a founding fellow of the Australian Institute of Company Directors.

 

Rob Sale

Non-executive director

Mr Sale has a long track record of success in establishing and developing technology start-ups. He grew Abacus Data Systems, an Australian IT services and software development company from 20 to over 100 staff and contractors, ultimately negotiating the sale of the business in 1999. Rob is a member of the CSIRO Sector Advisory Committee on Information Technology, Communications and Services and sits on one of CSIRO’s technology company boards. CSIRO is one of Australia’s largest and most diverse scientific and research organisations. Mr Sale is CEO of Diversionary Therapy Technologies Pty Limited.

 

Dr Trent Victor Ph. D., M. Sc.

Non-executive director

Dr Victor is Product Area Manager for Driver Environment at Volvo Technology. Volvo Technology is a research and innovation company in the Volvo Group where new technologies, products and businesses are developed. Trent is responsible for co-ordination of research, innovation and product integration in the driver’s environment. He also has specific expertise in driver awareness products, such as drowsiness alert, distraction alert, interaction support (workload management), attention-sensitive driving support, impairment detection and distraction evaluation tools. Trent has been the key person behind Volvo’s involvement in Seeing Machines, ever since Volvo’s first research contract with the Australian National University in the 1990s.

 

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

Non-executive director

Prior to cofounding Seeing Machines Alex was Professor and Head of the 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.

CEO Biography

Ken, aged 50, 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.

 

Board Committees

The Board has constituted the following committees.

  • Audit Committee
  • Remuneration Committee
  • Nominations 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.

Nominations Committee

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

  • regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any changes;
  • consider succession planning for directors and senior managers;
  • be responsible for identifying and nominating to the Board candidates to fill Board vacancies as and when they arise;
  • prepare a description of the role and capabilities required for a particular Board appointment;
  • keep under review the leadership needs of the organisation with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
  • keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates;
  • review annually the time required from non-executive directors;
  • ensure that on appointment to the Board non-executive directors receive a formal letter of appointment.

Membership of the Committees is as follows:

Audit Committee
David Gaul (Chairman)
Rob Sale

Remuneration Committee
Alex Zelinsky (Chairman)
Rob Sale
David Gaul

Nominations Committee
David Gaul (Chairman)
Trent Victor
Alex Zelinsky

Page last updated on 21/07/2011