Remuneration Committee Charter
1.0 Membership
1.1 The Remuneration Committee is a Committee of the Board established by the Board in accordance with rule 10.6 (a) of the Company’s Constitution.
1.2 Members of the Committee shall comprise at least three non-executive directors of the Company.
1.3 The Chairman and members of the Committee are appointed by the Board and may be appointed for specific terms.
1.4 The Chairman of the Board may be the Chairman of the Committee.
1.5 The Company secretary is secretary to the Committee.
2.0 Objective
The objective of the Committee is to assist the Board in fulfilling its responsibility to shareholders to ensure:
2.1 That the Company has remuneration policies and practices which enable it to attract and retain directors and executives who will best contribute towards achieving positive outcomes for shareholders.
3.0 Responsibilities
3.1.1 Review and approve the remuneration and other conditions of employment of the Managing Director, other than any equity based award.
3.1.2 Review and approve the remuneration and conditions of employment, including financial incentives, for senior management, other than any equity based award.
3.1.3 Review the design of executive incentive plans (including equity based plans), proposed payments or awards under such plans and associated performance hurdles and recommend to the Board equity based awards for its approval.
3.1.4 Review and recommend to the Board remuneration of non-executive directors within the aggregate approved by shareholders in general meeting from time to time.
3.1.5 Review and consider any proposed recruitment, retention and termination policies and procedures for senior management.
4.0 Access
4.1 The Committee may invite the Managing Director, management or independent third party to attend all or part of a meeting of the Committee.
4.2 At its discretion, the Committee consults appropriately qualified consultants for advice on remuneration and other conditions of service.
4.3 With the consent of the Chairman of the Board, the Committee may consult independent experts and institute special investigations if it considers it necessary in order to fulfil its responsibilities.
5.0 Meetings
5.1 The Committee meets as often as required but at least twice a year.
5.2 Any Committee member may call a meeting of the Committee.
5.3 A quorum shall be two Committee members.
5.5 The Chairman of the Committee, or delegate, shall report to the Board following each meeting.
6.0 Review
6.1 The Board will, at least once per year, review the membership and charter of the Committee to determine its adequacy for current circumstances.
6.2 Where necessary the Board may by resolution, alter the responsibilities, functions or membership of the Committee.
6.3 The Committee may also recommend to the Board the formal adoption of the revised charter for future operations of the Committee.
Last reviewed: 21 July 2009.