Nomination Committee Charter

Roles and Responsibilities
The role of the nomination committee is to assist and advise the board in fulfilling its responsibilities to shareholders of the company on:

  • Matters relating to the composition, structure and operation of the board;
  • Matters relating to senior executive selection and performance;
  • Other matters as required.

The nomination committee is not a policy making body, but assists the board by implementing board policy and recommending nominations which require board approval.

Committee Objectives Relating to the Board
The objectives of the committee include:

  1. Provide assurance that the board has the effective composition, size and commitment to adequately discharge its responsibilities and duties;
  2. Conduct searches for new board members and recommend preferred candidates to the board;
  3. Assess the extent to which necessary and desirable competencies are represented on the board;
  4. Recommend board competencies, number and profiles of board members;
  5. Ensure that board induction and succession plans are in place to maintain the required competencies, number and profiles of board members;
  6. Review the nominations received for the board in accordance with the preferred criteria and guidelines set out below;
  7. Regularly monitor board membership and structure to ensure that there is appropriate representation of skills and sectors on the board
  8. Develop and recommend a process for evaluating the performance of the board.

Committee Objectives Relating to the CEO and Senior Executives
The objectives of the committee include:

  1. Conducting searches for the chief executive officer and senior executives (as defined by the board);
  2. Recommending preferred candidates to the board;
  3. Ensuring that succession plans are in place for the chief executive officer and senior executives;
  4. Evaluating the performance of the chief executive officer and senior executives.

In discharging their responsibilities the committee members have a duty to act in the best interests of the company as a whole, irrespective of personal, professional, commercial or other interests, loyalties or affiliations, and to prioritise the company’s interest in consideration of candidates for board members.

Composition and Term
The nomination committee is a committee of the board.

The committee will include at least three members, two of whom must be independent directors.

The committee must include a majority of independent directors.

The board will nominate committee members.

The chairman of the board will elect the committee’s chairman, who must be an independent director.

The board shall approve all appointments to the committee including any external member and the appointment of the chairman.

Appointment to the committee will be for three years or as determined by the board.

The duties and responsibilities of a member of the committee will be in addition to those duties set out for a director of the board.

The committee will hold meetings at least twice a year and additionally as it considers necessary.

A quorum will be the smallest number greater than half the members.

Committee members will be invited to disclose conflicts of interest at the commencement of each meeting.

In the chairman’s absence from a meeting, the members of the committee present at the meeting will select a chairman for that particular meeting, who must be an independent director.

Meetings of the committee may be held face-to-face or by any technological means by which members can participate in a discussion.

The notice and agenda of the meeting will include relevant supporting documentation as appropriate.

The committee may invite other people to attend as it sees fit, and consult with other people or seek any information it considers necessary to fulfil its responsibilities.

The chairman will communicate the decisions of the committee to the board after each meeting within a reasonable period.

Secretariat Duties
The company secretary or other delegated person undertakes the duties of the secretariat.

The committee chairman or company secretary will minute the matters arising from meetings. The minutes will be ratified by members in attendance and signed by the committee chairman.

The company secretary will undertake the administrative duties for nominations, as specified by the nominations committee.

Once the nominations received have been assessed and recommendations made, the committee advises the Chairman of the board in accordance with its delegation.

Nominees are informed of their success by the chairman of the board. Unsuccessful applicants are informed by the chairman of the nomination committee.

The names of the successful nominee(s) for the board are put forward to the shareholders for election at the AGM.

Nomination Criteria
When reviewing a nomination for directorship, the nomination committee must take into account:

  1. The level of seniority of the nominee
  2. Previous and current directorial experience, ideally including a public company
  3. Academic and professional qualifications
  4. Skills set of the nominee to complement the skill set of the board
  5. Industry/professional sector executive experience of the nominee
  6. Standing of the nominee in the community and rapport with other board members
  7. Consideration of their experience as a thought leader and team player
  8. Declared/apparent conflict of interest
  9. Any other attributes that the nominations committee believes will benefit the company.

Any matters requiring a decision will be decided by a majority of votes of members present. The Chairman of the committee will not have a casting vote.

Review of Charter
The committee should review their charter biennially to provide assurance that it remains consistent with the board’s objectives and responsibility.

The board reviews and approves any revisions to the charter.

Committee Performance
The Committee will review its performance biennially, including the extent to which it has met its responsibilities under this charter.