Australian Remuneration Committee Sample Clauses

Australian Remuneration Committee. (a) The Australian Remuneration Committee shall determine remuneration of Australian Group employees (other than remuneration of the Key Executive, which shall be determined by the Board Sub-Committee pursuant to clause 4.4(b)(iii)) and the Committee may allocate bonuses in cash, Synthetic Management Units or any other form of equity incentive approved by the Board pursuant to clause 4.3(m), subject to: (i) the matters reserved to the Board above and to the Board’s retained discretions in clauses 4.3(1), (m) and (n); (ii) any offer of Synthetic Management Units must be made: (A) as regards the Initial Synthetic Management Units in accordance with clause 9.2; and (B) as regards other Synthetic Management Units, in accordance with the governing terms and conditions approved by the Board under clauses 4.3(1) and (n) and (other than in relation to the Initial Synthetic Management Units) in a manner and on terms and conditions that are consistent with Moelis Group remuneration policies and procedures; and (iii) the following paragraphs. (b) The Australian Remuneration Committee may decide on the allocation of the Initial Synthetic Management Units subject to clause 9.2. (c) The total of all bonuses for Australian Group employees allocated by the Remuneration Committee in respect of a financial year shall not exceed an amount determined by the Board Sub-Committee pursuant to clause 4.4(b)(iv),plus any Retained Annual Bonus from prior years not yet used for bonuses (called the Annual Bonus Pool Limit). The Company shall carry a provision in its accounts for such Annual Bonus Pool Limit such that it is not available for the payment of dividends (and remains available for the payment of bonuses). (d) Where a bonus is taken by an employee of the Australian Group in the form of Synthetic Management Units (other than Initial Synthetic Management Units) or any other form of equity incentive approved by the Board pursuant to clause 4.3(m), the amount of bonus in question will be paid by the employer Australian Group Member to the relevant issuing entity for and on account of the employee. The parties agree to take such steps as may be necessary to give effect to the previous sentence. (e) The Australian Remuneration Committee shall be responsible for decisions with respect to the following additional matters: (i) (Retained Annual Bonus) any decision to award as bonuses less than the Annual Bonus Pool Limit and therefore to carry forward that amount to the next year (the...
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Related to Australian Remuneration Committee

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

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