Nomination and Remuneration Charter. 5.1 General scope and authority The Nomination and Remuneration Committee proposes candidates for director appointment for the Board's consideration, reviews the fees payable to both executive and non-executive directors and reviews and advises the Board in relation to chief executive officer succession planning. The Nomination and Remuneration Committee is a committee of the Board and is established in accordance with the authority provided in the Company’s constitution. The Board has resolved to establish this committee and to adopt these terms of reference to govern the proceedings and meetings of the Nomination and Remuneration Committee. The Board is responsible to shareholders for ensuring that the Company: » has coherent remuneration policies and practices which are observed and which enable it to attract and retain executives and directors who will create value for shareholders and support the Company’s purpose, strategic goals, values and risk appetite; » fairly and responsibly rewards executives having regard to the performance of the Company, the performance of the executive and the general pay environment; » provides disclosure in relation to the Company's remuneration policies to enable investors to understand the costs and benefits of those policies and the link between remuneration paid to directors and key executives and corporate performance; and » complies with the provisions of the ASX Listing Rules and the Corporations Act. The primary purpose of the Nomination and Remuneration Committee is to support and advise the Board in fulfilling its responsibilities to shareholders in ensuring that the Board is appropriately remunerated, structured and comprised of individuals who are best able to discharge the responsibilities of directors by: » assessing the size, composition, diversity and skills required by the Board to enable it to fulfil its responsibilities to shareholders, having regard to the Company’s current and proposed scope of activities; » assessing the extent to which the required knowledge, experience and skills are represented on the Board; » establishing processes for the identification of suitable candidates for appointment to the Board; » overseeing succession planning for the Board and the Chief Executive Officer; » establishing processes for the review of the performance of individual directors and the Board as a whole; » assessing the terms of appointment and remuneration arrangements for non-executive directors; and » ass...
Nomination and Remuneration Charter
