1. OVERALL PURPOSE / OBJECTIVES
The Remuneration Committee is responsible for reviewing the remuneration packages of executive directors and senior executives. The CEO does not participate in meetings which consider his remuneration.
Remuneration and other terms of employment are reviewed annually by the Remuneration Committee having regard to performance against goals set at the start of the year, relevant comparative information and independent expert advice. Besides base salary, remuneration packages include superannuation and performance-related bonuses, management incentive schemes and share option schemes.
2.1 • 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.
2.2 • 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.
[a.] The Remuneration Committee shall comprise three members.
[b.] The Committee shall be chaired by an independent non-executive director.
[c.] The quorum for any meeting shall be two members.
[d.] The secretary of the Committee shall be the Company Secretary, or such other person as nominated by the Board.
3.2 Attendance at Meetings
[a.] Meetings shall be held not less than once per year.
[b.] Others may be called upon or shall be able to speak by prior arrangement with the Chairman of the Committee.
[c.] The proceedings of all meetings shall be minuted.
4. ROLES AND RESPONSIBILITIES
4.1 • Determine and agree with the Board the framework or broad policy for the remuneration of the CEO and other senior executives. 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;
4.2• In determining such policy, take into account all factors which it deems necessary. The objective of such policy shall be to ensure that the senior executives 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;
4.3• Determine targets for any performance related pay schemes operated by the Company;
4.4• Within the terms of the agreed policy, determine the total individual remuneration package of each senior executive including, where appropriate, bonuses, incentive payments and share options;
4.5• Determine the policy for service agreements for the senior executives, termination payments and compensation commitments;
4.6• 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;
4.7• Approve broad Company remuneration strategy and policy as submitted by the CEO, and oversee any major changes in employee benefit structures throughout the Company;
4.8• Ensure that provisions regarding disclosure of full remuneration, as required by legislation, are fulfilled;
4.9• Produce a Remuneration Report of the Committee’s remuneration policy which will form part of the Company’s Annual Report.
As at 25 Sept 2019