Remuneration Committee Charter
The Remuneration Committee is responsible for reviewing the remuneration policies and practices of the Company as they relate to the non-executive Directors, the Managing Director and Senior Management. The Committee consists of at least three members and meets as required to fulfil its obligations. Membership of the Committee is reviewed annually by the Board. Any Director may attend meetings.
In performing its role, the Committee is required to:
- Ensure that the remuneration offered is in accordance with prevailing market conditions, and that exceptional circumstances are taken into consideration.
- Ensure that contract provisions reflect market practice.
- Make recommendations to the Board on changes to remuneration for the Managing Director.
- Review, in conjunction with the Managing Director, the remuneration for Senior Management and make recommendations on changes to the Board.
- Oversee the application of the Company's Performance Management System and make recommendations on changes to the Board.
- Ensure that targets and incentives under the Performance Management System are based on realistic performance criteria.
- Review, and recommend to the Board for approval, any bonus or other incentive payment for the Managing Director.
- Review the quantum of any bonuses or other incentives to be paid to Senior Management, ensure they are in accordance with Performance Management System guidelines, and recommend to the Board for approval.
In performing this role, the Committee may obtain independent professional advice, where appropriate.
The Remuneration Committee will also:
- Oversee the application of sound remuneration and employment practices across the Company.
- Ensure the Company complies with legislative requirements related to employment practices.
- Ensure that the fees for non-executive members of the Board are within the aggregate amount approved by shareholders.
- Review periodically levels of fees payable to non-executive directors and make recommendations to the Board as to any changes.
- Whilst still applicable, oversee the application of the Retirement Allowance (suspended from 30 June 2003) for non-executive members of the Board.
- Give due consideration to the Remuneration Report and make recommendations as necessary to the Audit Committee responsible for the report.
September 2005
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