Remuneration Committee
Remuneration Committee Charter
 
1. Membership
  1. The Committee shall comprise three members.
  2. The Board shall appoint the Committee Chairman and determine the period for which he/she holds office.
2. Secretary
  1. The Company Secretary or their nominee shall act as the Secretary of the Committee.
3. Quorum
  1. The quorum necessary for the transaction of business shall be two. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested or exercisable by the Committee.
4. Meetings
  1. The Committee shall meet not less than once a year and at such other times as the Chairman of the Committee shall require.
5. Notice of Meetings
  1. Meetings of the Committee shall be called by the Secretary of the Committee at the request of any member thereof.
  2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, no fewer than five working days prior to the date of the meeting.
  3. Others may be called upon or shall be able to speak by prior arrangement with the Chairman of the Committee.
6. Minutes of Meetings
  1. The Secretary shall minute the proceedings and resolution of all Committee meetings, including the names of those present and in attendance.
  2. Minutes of Committee meetings shall be circulated to all members of the Committee and to all members of the Board.
7. Duties
The Committee shall:
  1. Determine and agree with the Board the framework or broad policy for the Remuneration of the Chief Executive Officer, and such other members of the executive management as it is designated to consider. The remuneration of non-executive directors shall be a matter for the Board. No director or executive shall be involved in any decisions as to his or her own remuneration;
  2. In determining such policy, take into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performances and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;
  3. Determine targets for any performance related pay schemes operated by the Company;
  4. Within the terms of the agreed policy, determine the total individual remuneration package of each executive including, where appropriate, bonuses, incentive payments and share options;
  5. Determine the policy for and scope of pension arrangements, service agreements for the executive management team, termination payments and compensation commitments;
  6. In determining such packages and arrangements, give due regard to the comments and recommendations of the ASX Corporate Governance Council as well as ASX Listing Rules and associated guidance;
  7. Approve broad Company remuneration strategy and policy as submitted by the Chief Executive Officer, and oversee any major changes in employee benefit structures throughout the Company or Group;
  8. Ensure that provisions regarding disclosure of full remuneration, as required by legislation, are fulfilled;
  9. Produce an annual report of the Committee's remuneration policy which will form part of the Company's Annual Report and Accounts; and
8. Authority
  1. The Committee is authorised by the Board to seek any information it requires from any employee of the Company in order to perform its duties.
  2. In connection with its duties the Committee is authorised by the Board to obtain, at the Company's expense, any outside legal or other professional advice including the advice of independent remuneration consultants, to secure the attendance of external advisors at its meetings if it considers this necessary, and to obtain reliable, up-to-date information about remuneration in other companies. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations.
 


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