The Company will have a Nominations and Remuneration Committee established pursuant to a Charter approved by the Board comprised of at least two Non-Executive members of the Board with the following structure:
Chairman and Membership:
- The Chairman of the Committee shall be the Chairman of the Company. Members shall be appointed for three years.
- The Company Secretary shall be the Committee Secretary.
- The Committee will meet once a year or more frequently should the need arise.
B. NOMINATIONS DUTIES
- Identifying, evaluating and recruiting candidates with suitable qualifications and experience to form the Board.
- Reviewing from time to time the appropriate qualifications and experience of serving directors to confirm they match the Company's requirements.
- In its evaluation of candidates for the Board, the Committee has regard to the following criteria:
- integrity, business experience and moral reputation;
- the ability to devote the required time to attend Board and Committee meetings;
- no conflict of interest or any other reason restricting the candidate from accepting a position on the Board.
C. REMUNERATION DUTIES
- Reviewing the remuneration guidelines for senior management, including base salary, bonuses, share options, salary packaging and final contractual agreements.
- Reviewing non-executive fees and costs by seeking external benchmarks.
- Reviewing the Managing Director's remuneration, allowances and incentives and final package in consultation with both independent and external reference.
- Superannuation arrangements including compliance with relevant laws and regulations.
- Reviewing the performance of the Board and senior management under a peer reviewing procedure.
- Reviewing and approving disclosure relating to directors and officers remuneration and the Remuneration Report in the Annual Report for confirmation by the Board.
- The 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 Committee.
- The 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 Committee if it considers this necessary.
- The Committee is required to make recommendations to the Board on all matters within the Committee's Charter.
F. REPORTING PROCEDURES
- The Secretary shall circulate the minutes of the meetings of the 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 Committee meeting along with any recommendations of the Committee.
- If the minutes are not available the Chairman will report orally and the minutes will be tabled at the subsequent Board meeting.