Nomination and Remuneration Committee Charter
The Committee will consist of at least three members, with at least two members being non-executive directors. The Chairman must not be the Chairman of the Board. Committee membership will be reviewed at least annually. A quorum shall be any two members. The company secretary shall be the secretary of the Nomination and Remuneration Committee.
The role of the Nomination and Remuneration Committee is to:
- Identify and recommend candidates to fill casual vacancies and to determine the appropriateness of director nominees for election to the Board; and
- Establish appropriate remuneration levels and policies, including incentive policies, for directors and senior executives.
The committee is to meet at least annually and otherwise as required. Minutes of all meetings of the committee are to be kept.
The responsibilities of the Nomination and Remuneration Committee are:
- To implement processes to assess the necessary and desirable competencies of Board members including experience, expertise, skills and performance of the Board and its committees.
- To provide new directors with an induction to the Company.
- To provide all directors with access to ongoing education relevant to their position in the Company.
- Provide a succession plan for directors and the Managing Director.
- Evaluate the performance of the managing director.
- Review time required for non-executive directors to perform their duties.
- Annually evaluate the performance and effectiveness of the Board to facilitate the directors fulfilling their responsibilities in a manner that serves the interests of shareholders.
- Before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors.
- Assist in identifying, interviewing and recruiting candidates for the Board.
- Annually review the composition of each committee and present recommendations for committee memberships to the Board as needed.
- Assess the market to ensure that senior executives are being rewarded commensurate with their responsibilities.
- Obtain the best possible advice in establishing salary levels.
- Set policies for senior executives’ remuneration.
- Review the salary levels of senior executives and make recommendations to the Board on any proposed increases.
- Review recommendations from the Managing Director relating to proposed merit increases.
- Propose, for full Board approval, the terms and conditions of employment for the Managing Director.
- Undertake a review, which will be reported to and confirmed by the full Board, of the Managing Director’s performance, at least annually, including setting the Managing Director’s goals for the coming year and reviewing progress in achieving those goals.
- Set the criteria for negotiating any enterprise bargain agreement.
- Review the Company’s recruitment, retention and termination policies and procedures for senior management.
- Review and make recommendations to the Board on the Company’s incentive schemes.
- Review and make recommendations to the Board on the Company’s superannuation arrangements.
- Review the remuneration of both executive and non-executive Directors and make recommendations to the Board on any proposed changes.
Adopted by resolution of directors dated 20 October 2009