Constitution
The Remuneration Committee has been established by resolution of the Board.
Membership
The Remuneration Committee shall be appointed by the Board from among the non-executive directors of the company and shall consist of not less than two members both of which are independent directors.
Directors will be appointed to the Remuneration Committee for a term of three years or such shorter time as they remain in the office of director.
Chairman
The Remuneration Committee shall appoint an independent director as the chairman of the committee.
Secretary
The company secretary shall be the secretary of the Remuneration Committee.
Quorum
A quorum shall be two members.
Meeting frequency
Remuneration Committee meetings will be held not less than once a year to enable the committee to undertake its role effectively.
Authority
The Remuneration Committee is authorised by the Board to investigate any activity within its charter. It is authorised to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the remuneration committee.
The Remuneration Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise at meetings of the Remuneration Committee if it considers this necessary.
The Remuneration Committee is required to make recommendations to the Board on all matters within the Remuneration Committee's charter.
Reporting procedures
The Secretary shall circulate the minutes of the meetings of the Remuneration Committee to all members of the committee for comment and change before being signed by the chairman of the committee and circulated to the Board with the Board papers for the next Board meeting. The minutes are to be tabled at the Board meeting following the remuneration committee meeting along with any recommendations of the Remuneration Committee.
Duties
The duties of the Remuneration Committee are to:
| 1. |
assist the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and policies including incentive policies for directors and senior executives; |
| 2. |
assess the market to ensure that senior executives are being rewarded commensurate with their responsibilities; |
| 3. |
obtain advice; |
| 4. |
set policies for senior executives' remuneration which will prohibit executives from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements; |
| 5. |
review the salary levels of senior executives and make recommendations to the Board on any proposed increases; |
| 6. |
review recommendations from the Managing Director relating to proposed merit increases for direct reports; |
| 7. |
propose, for full Board approval, the terms and conditions of employment for the Managing Director; |
| 8. |
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 with the Managing Director goals for the coming year and reviewing progress in achieving those goals; |
| 9. |
review the company's recruitment, retention and termination policies and procedures for senior management; |
| 10. |
review and make recommendations to the Board on the company's incentive schemes; |
| 11. |
review and make recommendations to the Board on the company's superannuation arrangements; and |
| 12. |
review the remuneration of executive Directors and make recommendations to the Board on any proposed changes. |
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