Remuneration Committee Charter

Effective and appropriate remuneration policies are crucial to the ongoing success of the company. The board has created a separate Remuneration Committee and which plays a key role in determining that remuneration policies are effective and reported and explained to shareholders.

Non-Executive Directors

  • Non-executive directors will receive fees as determined by the board and will include both cash and superannuation contributions (where appropriate);
  • Fees will be based upon independent advice relative to the size and complexity of the company's operations;
  • Non-executive directors should not participate in share option plans;
  • Directors may be paid additional fees for work on committees or for other special projects; and
  • Non-executive directors will not receive retirement benefits.

Senior Executives

  • Remuneration packages will generally be set to be competitive to both retain executives and attract experienced executives to the company;
  • Packages will comprise both fixed and incentive elements. The incentive element will depend on company and personal performance;
  • The amount of the incentive will depend on the extent that the measure is exceeded; and
  • Senior executives may also participate in share, option and rights plans of the company.

Role of the Committee

The role of the Remuneration Committee is to assist the board in the effective discharge of its responsibilities through providing guidance to the board on matters relating to the remuneration of directors, executives and staff. Its role includes ensuring that the company:

  • Has a remuneration strategy that is aligned with the overall business strategy;
  • Has remuneration policies and practices that are observed and that enable the company to attract and retain directors, executives and staff who will create value for shareholders;
  • Fairly and responsibly rewards directors, executives and staff having regard to the performance of the company, the external remuneration environment and the performance for the specific area for which directors, executives or staff are responsible; and
  • Complies with the provisions of the ASX Listing Rules, Corporate Law of Australia and the ASX Corporate Governance Council's Principles of Good Corporate Governance.

Membership and Meetings

Membership

  • The committee should comprise at least three directors with a preference that the majority of the members be assessed by the board as being non-executive and independent. Directors will be assessed as being independent if they satisfy the definition of independence contained in the ASX Corporate Governance Council's Principles of Good Corporate Governance.
  • The chairman of the committee should be a non-executive director.

Meetings

  • The committee should meet at least once per year;
  • Senior executives may be invited by the chairman to attend part or all of any meeting; and
  • No party shall be present whilst his or her performance or compensation is discussed, unless specifically invited by the Remuneration Committee.

Authority

The Remuneration Committee shall have access to the company's personnel, information and documents as needed to assist in its reviews.

The Remuneration Committee has the ability to direct any specific investigations deemed necessary and to obtain independent professional advice to assist with its functions, with the cost to be paid for by the company.

Responsibilities

The Remuneration Committee's responsibilities include:

  • Reviewing the overall human resources remuneration strategy and monitoring its implementation;
  • Reviewing and recommending to the board the director and executive remuneration policy and the design thereof, including its components and other terms and conditions;
  • Reviewing and recommending to the board appropriate means to administer remuneration programs;
  • Developing performance measurement processes for evaluating the performance of directors and executives and its relationship to remuneration;
  • Evaluating and advising the board on the performance of directors and executives;
  • Reviewing and approving proposed termination payments for directors and executives;
  • Considering and recommending to the board a policy for the overall structuring of the company's retirement and superannuation plans;
  • Verifying the quantum of any bonuses or other incentives paid by the company;
  • Reviewing management's recommendations on staff remuneration and performance linked compensation;
  • Reviewing any transaction between the company and the directors, or any interest associated with the directors, to ensure that the structure and the terms of the transaction comply with the law and are appropriately disclosed;
  • Reviewing and recommending to the board all aspects of Director's and Public Officer's indemnity insurance; and
  • Providing the company secretary with all of the relevant information for disclosure in the annual report.