Report on directors fee pool

PRIVATE AND CONFIDENTIAL
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www.signium.co.nz
Telephone + 64 9 309 0886
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Stephen.Ellett@signium.co.nz
OFFICES WORLDWIDE
REPORT ON
DIRECTORS FEE POOL
for
BLIS TECHNOLOGIES LIMITED
June 2020

2
BLIS Technologies
Director Fee Recommendations
The Chair of the BLIS Technologies (“BLIS”) has requested SIGNIUM Executive Search International
provide an independent market analysis of Director’s Fee Pool relevant to BLIS.
Statement of Independence
SIGNIUM and its officers have no shareholding in the company and provides this advice for a fixed
professional fee. SIGNIUM is currently and has previously provided governance advice and executive
recruitment services and are independent in providing these Director Fee recommendations.
SIGNIUM New Zealand
SIGNIUM is a long-standing global executive search company that has partnered with Boards of both
large and small New Zealand companies on their Independent Director appointments and Evaluation
of Directors. SIGNIUM is appropriately qualified to provide this advice.
Changes in Market Expectations of Directors
It is become increasingly recognised that the burden of responsibility on Directors is rising.
Government Reviews such as the Banking Royal Commission in Australia have elevated regulatory
and governance compliance requirements. The current coronavirus pandemic, while fuelling global
demand for BLIS’s probiotic products, has further reinforced that strong and effective governance in
biotech, nutraceutical, pharmaceutical and other health-related organisations is just as important
now as ever.
When accompanied by growing concern around cybersecurity, privacy and climate change, Directors
are now expected to become more intimately involved in the businesses they govern. This
commitment has significantly increased the time, demands and expectations on Directors especially
those on the boards of publicly listed companies. Consequently, Directors are limiting their
governance portfolio to meet these new obligations. Thus, there is an expectation that Directors are
more adequately compensated for their services.
Regular adjustments to Director’s Fees
As a consequence, companies should ensure the Director’s fees are regularly market-adjusted to
reflect these new and changing demands, liabilities and responsibilities. Market-level fees enable
companies to appoint appropriately qualified Directors who are prepared to carry the risk and
attract those whose depth of experience, both as a Director and in functional leadership, can guide
the company to attain its long-term strategic objectives.

3
BLIS Director’s Fees
Our analysis (refer Appendix A below) is that BLIS’s Director’s Fee Pool of $265,000 is below
comparative organisations. The current pool is allocated as follows:
Board Role Fees (per annum)
Chair $66,000
Deputy Chair $45,000
Director (base fee) $35,000
Supplementary Fees
Audit Committee Chair $10,000
Remuneration Committee Chair $4,000
Member of Audit Committee $5,000
The location of BLIS and the time required to deliver the services as a Director, are factors BLIS must
contend with when securing Directors. When all things are taken into consideration, in comparison
with relevant companies, a Director’s fee of $35,000 is out of line with the market and will impair
the Board in attracting the calibre of Director the company must appoint.
The Director Fee Pool for BLIS needs to be increased. Now that the BLIS has achieved profitability,
the company will require Directors with different skills, experience and competencies who can
contribute to the achievement of the company’s strategic growth plan. Shareholders will
acknowledge that the responsibilities and quality of its Directors will impact heavily on the future
performance of BLIS which justifies an immediate increase in the Director’s Fee Pool to ensure the
company continues to have an appropriately skilled and competent Board.
Recommendation
BLIS Technologies have adopted an aggregated Director Fee Pool approach as per NZX Listing Rules.
We recommend that the Board seek approval from the Shareholders to increase the Director’s
aggregate remuneration pool for non-executive Directors of $265,000 per annum agreed in 2017 to
$309,000, an increase of 16.6%.
This should be put to the shareholders of BLIS Technologies for adoption at the next AGM thereby
enabling the company to sustain the governance of a balanced Board and, when required attract
talented Directors. When passed, we would expect fees to be allocated along the following lines: -
Board Role Fees (per annum)
Chair $85,500
Deputy chair $58,500
Director (base fee) $45,000
Supplementary Fees
Audit Committee Chair $12,500
Remuneration Committee Chair $7,500
Member of Audit Committee $5,000

4
These suggestions follow the generally accepted practice of paying the Chair about twice that of a
Director and Deputy Chair up to 1½ times the standard Director’s fee. It also acknowledges the
added responsibilities of the Chair and Members of the Audit Committee and the Chair of the
Remuneration Committee.
Stephen Ellett (BCom, MBA)
Director
SIGNIUM Executive Search International Limited

5
Appendix A
Relevant comparisons include listed companies similar in size and complexity to BLIS – March 2020.
Company Market
Cap
('000s)
Revenue
('000s)
Profit
('000s)
Net Profit
Margin
Directors
Fee Pool
No of
NEDs
Directors
Pool / # of
NEDs
Chair Fees
(Base)
Deputy
Chair Fees
(Base)
Director
Fees
(Base)
Chair
Audit
Committee
Chair
Rem.
Committee
Future Mobility $4,276 $52,134 -$6,395-12.3%$145,000 2 $72,500 N/A N/A $40,000
Good Spirits Hospitality $5,846 $25,429 $512 2.0% $220,000 4 $55,000 $70,000 N/A $40,000 $9,000 $9,000
AFT Pharmaceuticals $296,789 $85,127 -$2,427-2.9%$575,000 5 $115,000 $95,000 N/A $40,000 $7,500 $7,500
Serko Ltd $316,408 $24,576 $1,507 6.1% $350,000 3 $116,667 $128,000 N/A $80,000 $16,000 $16,000
Pacific Edge Limited $99,719 $5,129 $17,921-349.4%$302,000 5 $60,400 $80,000 $50,000 $44,000 $5,000 $5,000
Cooks Global Limited $33,776 $6,039 -$4,813-79.7%$80,000 2 $40,000 N/A N/A $40,000
GEO Limited $6,696 $5,595 -$5,318-95.0%$250,000 4 $62,500 $75,000 N/A $45,000 $5,000 $5,000
QEX Logitsics $43,137 $59,446 $1,944 3.3% $95,000 2 $47,500 $55,000 N/A $40,000
Smartpay $33,491 $21,097 -$1,849-8.8%$300,000 5 $60,000 N/A N/A $60,000
Mercer Group $11,613 $38,127 -$1,029-2.7%$127,000 3 $42,333 $76,250 N/A $43,250
Sample Average $85,175 $32,270 -$3,579-11.1%$244,400 4 $69,829 $82,750 $50,000 $47,225 $8,500 $8,500
Blis Technologies* $44,360 $8,400 $381 4.5% $265,000 5 $53,000 $66,000 $45,000 $35,000 $10,000 $4,000
* Current level of Director Fees. Members of the Audit Committee also receive $5,000
Our analysis of the fees paid to BLIS Directors was also compared to the recommended Director’s fees paid under the authority of the State Services
Commission. These fees range from $18,000-$41,000 for a Director and between $36,000-$82,000 for a Chair, the ranges being aligned with the
responsibilities taking into account factors such as size, frequency of meetings and commerciality/risks of the organisation.

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Blis Technologies Limited: 81 Glasgow Street, South Dunedin 9012, PO Box 2208, Dunedin 90 44 , New Zealand
T:+64 3 474 0988 E: info@blis.co.nz W: www.blis.co.nz




14 July 2020


Report on Directors Fee Pool

Attached is the report completed by SIGNIUM Executive Search International Limited, an
independent contractor, on proposed Director remuneration. This is further information relating to
Resolution 2 (Director fees) in the Notice of Meeting that was released on NZX on 26
th
June 2020.
Ends

For further information, please contact:
Richard Wingham
Chief Financial Officer
+64 21 284 0446

About Blis Technologies Ltd

Delivering proven health benefits through evidence-based, advanced probiotics
Blis is an NZX-listed manufacturer of advanced probiotic strains that go beyond the gut. Combining innovation
with evidence-based research and the highest quality production controls enables the delivery of probiotic
solutions for specific health targets including throat health, halitosis (bad breath), immune support and teeth and
gum health. BLIS products are sold throughout New Zealand and in Australia, Asia, Europe and the USA. More
information about Blis Technologies Ltd can be found at www.blis.co.nz.