Avexa Remuneration and Nomination Committee Charter

REMUNERATION AND NOMINATION

COMMITTEE CHARTER

 

Introduction

 

The Board of Directors (the“Board”) resolved on 23 November 2007 to establish a committee

of the Board to be known as the Remuneration and Nomination Committee (the “Committee”)

and on 16 April 2008 to adopt its charter (the “Charter”). 

 

Membership                           

 

  • The Committee will consist of consist of up to four independent, non-executive members of the Board with a minimum of two independent, non-executive members of the Board of Directors.  ASX Guidelines on the determination of “Independence” are provided as Appendix A. 

  • A quorum will be two members.

  • The Chairman of the Committee (“Chairman”) and members of the Committee will be appointed by the Board.  The Chair of the Committee is to be an Independent Director who is not the Chairman of the Company.

  • If a member of the Committee is unable to attend a meeting for whatever reason, the Chair may appoint another non-executive director to serve as an alternate member.

  • The Board shall appoint members of the Committee for an initial three year term of office after which their appointment may be subject to annual rotation, in order to preserve a degree of continuity. 

  • The Board may appoint additional directors to the Committee or remove or replace members of the Committee by resolution.

  • Members of the Committee may withdraw from membership of the Committee by written notification to the Board.

  • Members of management may attend meetings of the Committee by invitation.

 

Secretarial Procedures and Meeting

 

  • The Avexa Limited Company Secretary shall be appointed secretary (“Secretary”) of the Committee.

 

  • The Secretary shall prepare minutes of all meetings of the Committee and shall circulate meeting minutes  as approved by the Chair to all members of the Board.

 

  • The Secretary, in conjunction with the Chair of the Committee, shall draw up an agenda for each meeting and supply papers which shall normally be circulated at least 3 working days prior to each meeting to the members of the Committee.

 

  • The Chair of the Committee will call a meeting of the Committee if so requested by any committee member or director, the CEO or external auditors.

 

  • All members of the Committee shall be given notice of all meetings and have the right to attend and speak.  Other members of the Board and external professional advisers retained by the Committee may be invited to meetings, as appropriate, to present reports or to take part in discussions of specific issues.

 

  • Meetings of the Committee shall be held at least twice a year although the number of meetings held will vary with the range and complexity of its activities.  The timing and content of meetings is to take account of the annual performance review process, consideration of long term incentives, key performance indicators and the annual reporting cycle.

 

  • The Committee may consider and pass resolutions by each Committee member signing a circular resolution.

 

Responsibilities

 

The Committee is responsible for Nomination and Remuneration activities as follows.

(i) Nomination activities

The Committee has responsibility in respect of:

 

(a)        establishing a clearly defined procedure for the selection and appointment of new directors to the Board;

 

(b)        assessing on a periodic basis the composition of the Board in terms of the required skill sets and competencies of existing Board members and recommending to the full Board  any adjustments that are deemed to be appropriate;

 

(c)        regularly reviewing the Company’s succession planning in respect of Board membership in order to maintain an appropriate balance of skills, experience and continuity;

 

(d)        establishing procedures for conducting an annual performance evaluation of the Board as a whole, for individual directors serving on the Board, for the various committees of the Board, and for the senior executives comprising the Executive Committee (“ExCo”);

 

(e)        conducting performance evaluations of the Board, directors and the Board

Committees, and providing feedback to the Board in respect thereof;

 

(f)        making recommendations to the Board for the appointment and removal of directors, including any elections or re-elections by shareholders at general meeting;

 

(g)       making recommendations to the Board as to the membership of Board Committees; and

 

(h)        reviewing on an annual basis the attendance record of all directors and its bearing on their ability to carry out their fiduciary duties and contribute to the direction of the Company.



(ii)    Remuneration activities

The Committee has responsibility in terms of human resources policies and initiatives for:

 

(i)         recommending to the Board a Performance Management and Development System (“PMDS”) for employee remuneration which is competitive, equitable, designed to attract and retain high quality employees and which provides adequate incentive for all staff to actively pursue the achievement of the Company’s long-term strategic objectives;

 

(j)         reviewing and monitoring the implementation of the PMDS for senior employees;


(k)    reviewing any relevant industry or competitor benchmarks against which remuneration reviews can be assessed

 

(l)     reviewing and approving the Company's policies applicable to Human Resource issues;

 

(m)     reviewing the annual performance of the CEO against KPI’s set and communicated to the Committee by the Board at the beginning of each financial year, and recommending to the Board an annual performance incentive payment and remuneration package for the CEO;

(n)     reviewing the recommendation from the CEO in respect of the annual performance incentive payment and remuneration package for each member of the ExCo and making an appropriate recommendation to the Board;

(o)     reviewing the status and profile of both short term performance incentive and long term performance incentive structures and making appropriate recommendations to the Board;

(p)    reviewing the time commitment required from non-executive directors of the Board and
recommending to the Board a structure for director and Chairman remuneration commensurate with this commitment level;

(q)     reviewing and recommending to the Board the adoption of the Remuneration Report prepared in accordance with the Corporations Act for inclusion in the Directors’ Report within the Company’s Annual Report;

(r)    reviewing major changes and/or developments proposed for the Company’s recruitment, retention and termination policies and procedures for senior management, remuneration policies, superannuation arrangements, personnel practices and industrial relations strategies and making appropriate recommendations to the Board; and

(s)    reporting all Committee outcomes and recommendations to the Board in a timely fashion.


Board

The Board:

•    retains the discretion to adopt or reject any recommendation of the Committee; and
•    will at least once every year review the membership of the Committee to determine its adequacy for current circumstances and may receive recommendations from the Committee in respect of the Committee’s membership, responsibilities, functions or otherwise.

 

Authority

The Committee is authorised by the Board to:

•    seek any information it requires from any director or employee of the Company;
•    obtain advice from the Company’s auditors, solicitors or from any other independent advisers considered to be appropriate to the prevailing circumstances; and
•    undertake or discharge any and all of Responsibilities as listed above.

 

Appendix A: Independent Director

Under ASX Guidelines an independent Director is a non-executive director (i.e not a member of management) and:

•    Is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company.


•    Within the last three years has not been employed in an executive capacity by the Company or another group member, or been a director after ceasing to hold any such employment.

•    Within the last three years has not been a principal of a material professional advisor or a material consultant to the Company or another group member, or an employee materially associated with the service provided.

•    Is not a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer.

•    Has no material contractual relationship with the Company or another group member other than as a director of the Company.

•    Has not served on the board for a period which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company.

•    Is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company.

 

 

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