Remuneration Committee Charter

Role and Responsibilities
The role of the board remuneration committee is to assist and advise the board of directors to fulfil its responsibilities to shareholders of the company on matters relating to:

  • the compensation, bonuses incentives and remuneration issues of the chief executive officer and senior executives (as defined by the board);
  • policies relating to remuneration, incentives, superannuation, evaluation and termination, affecting all staff;
  • Other matters as required.

The remuneration committee is not a policy making body but assists the board by implementing board policy.
The objectives of the committee include:

  1. To review and recommend remuneration of the chief executive officer, within the terms of the employment contract, annually to the board.
  2. To review the chief executive officer’s recommendations regarding remuneration to staff.
  3. To ensure that board director fees, chief executive officer and staff remuneration is aligned with relevant market trends.
  4. To monitor and review the chief executive officer’s and senior executives’ performance and key performance indicators, including for the determination of the annual bonus components.
  5. To review and recommend any incentive plans or ex-gratia payments to staff or to the chief executive officer.
  6. To ensure that the company remuneration and incentive policies, practices and performance indicators are aligned to the board’s vision, values and overall business objectives and are appropriately designed to:
    1. Motivate the company staff and chief executive officer to pursue the long term growth and success of the company, and
    2. Demonstrate a clear relationship between the achievement of the company’s objectives and the chief executive officer’s and the staff performance and remuneration.

    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.

Composition and Term
The remuneration 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.

Meetings
The committee will hold meetings at least three times 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.

Voting
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.