The Board has established a Remuneration and Nomination Committee to assist in discharging its responsibilities in relation to the remuneration of the Directors, subsidiary Chief Executive Officers and other Senior Executives of the Company and on matters relating to the composition and performance of the Board. The Committee is also responsible for reviewing and making recommendations to the Board in relation to the Company’s achievement of its diversity objectives.
The Committee has adopted a Charter which details its responsibilities. These responsibilities are listed below.
Remuneration
The Committee will be responsible for:
- reviewing the remuneration framework of Directors and making recommendations to the Board regarding same;
- ensuring the Board has sufficient information to make informed decisions in relation to the performance reviews and remuneration of Directors, the subsidiary Chief Executive Officers and other Senior Executives;
- reviewing and recommending to the Board the remuneration arrangements for the subsidiary Chief Executive Officers including:
- quantum of remuneration; and
- structure of the remuneration package (including superannuation, the level of remuneration “at risk”, bonus and incentive payments and any equity component);
- reviewing the remuneration framework for Senior Executives (including superannuation and incentive policies / schemes) and making recommendations to the Board on same. In fulfilling this role, the Committee will have regard to the Company’s Remuneration Policy to ensure that Senior Executive remuneration packages:
- motivate management to pursue long term growth and success of the Company within an appropriate control framework;
- demonstrate a clear relationship between Senior Executive performance and remuneration; and
- are consistent with accepted industry practice and governance guidelines;
- reviewing and making recommendations to the Board on the Company’s recruitment, retention and termination policies and procedures for Senior Executives;
- reviewing the Senior Executive performance assessment processes and results as they reflect the capability of management to realise the business strategy;
- reviewing, and making recommendations to the Board in regard to, employee incentive schemes, including short term incentive strategy, performance targets and bonus payments and the administration and operation of any employee share plan(s) and other incentive plans provided by the Company;
- reviewing and recommending to the Board major amendments to the long term incentive plan/s and related allocation/s of equities;
- reviewing and making recommendations to the Board on matters of remuneration by gender and strategies to address any gender pay gap;
- reviewing and recommending to the Board the remuneration report prepared in accordance with the Corporations Act for inclusion in the annual Directors’ Report; and,
- considering and reporting to the Board on any such other matters as the Board may refer to the Committee from time to time.
Nomination
The Committee will be responsible for:
- overseeing the appointment, re-election and induction process for new Directors;
- nominating the Chair of the Board for consideration and approval by the Board;
- reviewing the size and composition of the Board, including the assessment of the necessary and desirable competencies of Board members and making recommendations regarding the appointment/re-appointment and removal of Directors having regard to the skills and expertise required;
- reviewing Director induction procedures and on-going communication processes and recommending changes to the Board and Company Secretary as necessary;
- evaluating the performance of the Board, Board Committees and individual Directors;
- considering the number and nature of other directorships held by Directors, the impact on their time from other commitments and the Directors’ ability to devote the necessary time to the tasks entrusted to them by the Company;
- reviewing Board and Director succession plans and making recommendations to the Board regarding same;
- development of plans for identifying, assessing and enhancing Director competencies;
- reviewing, and making recommendations to the Board in relation to, the Company’s achievement of its diversity objectives, including the representation of women at all levels of the organisation; and,
- considering and reporting to the Board on any such other matters as the Board may refer to the Committee from time to time.
The Committee is to comply with the guidelines outlined in the Board Charter regarding:
- the procedure to be adopted for the selection and appointment of Directors;
- annual review of Board membership; and
- review of the Director remuneration framework.
The Committee’s nomination of existing Directors for re-appointment is not automatic and is contingent on their past performance, contribution to the Company and the current and future requirements of the Board.