Human Resources And Remuneration Committee Charter

The Human Resources and Remuneration Committee charter sets out the functions and responsibilities of the Human Resources and Remuneration Committee.

1. The Committee's Role
The role of the Human Resources and Remuneration Committee is to assist the Board in the effective discharge of its responsibilities for ensuring that the Company:

•    Has a human resources strategy aligned to the overall business strategy
•    Has remuneration policies and practices that are observed and that enable it to attract and retain executives and Directors who will create value for shareholders
•    Fairly and responsibly rewards executives and Directors having regard to the performance of the Company, the performance of the executive and the external remuneration environment and
•    Has in place succession planning processes for the Managing Director / Chief Executive Officer, and other key staff

2. The Committee's Rights
The Human Resources and Remuneration Committee has the ability to obtain independent professional advice to assist it with its functions, with the cost to be paid for by the Company.

3. The Committee's Responsibilities
The Human Resources and Remuneration Committee's responsibilities include:

•    Reviewing the overall human resources strategy and monitoring its implementation
•    Ensuring remuneration policies are legal and defensible
•    Setting the remuneration policy and remuneration arrangements for Board members
•    Advising the Board in relation to non-executive Director remuneration
•    Recommending to the Board the remuneration and other terms and conditions for the Managing Director / Chief Executive Officer and other executive Directors if any
•    Reviewing and approving the annual human resource plan, including staffing levels.
•    Reviewing and making recommendations to the Board regarding the design of executive incentive and equity based plans
•    Reviewing and recommending to the Board executive remuneration policy
•    Approving the performance management framework for the senior executives and discussing their performance with the Managing Director.
•    Monitoring the plans for the development and succession of the Executive Leadership Team and other business critical roles;
•    Reviewing and approving proposed termination payments for the Managing Director / Chief Executive Officer and senior executives
•    Advising management on remuneration matters for employee categories other than the senior executive group, if requested

4. Membership Requirements
The Committee should comprise a majority of non-executive Directors. The Chairman of the Committee must be assessed by the Board as an independent non-executive Director. Details of the members of the Committee and the status of their independence are disclosed in the Corporate Governance Statement or Directors’ report in the Annual Report. The Managing Director / Chief Executive Officer and/or Company Secretary may be invited by the Committee Chairman to attend meetings of the Committee.

5. Performance Evaluation
The Committee must prepare a report on an annual basis comprising an appraisal of the main items dealt with during the year and a performance evaluation against the Committee’s stated objectives. Where necessary, recommendations to improve the performance of the Committee should be made. This report is to be signed by the Committee chairman and forwarded to the Chairman of the Board.

6. Meetings
The Committee shall meet twice yearly or as often as deemed appropriate by the Chairman of the Committee.

The Remuneration Committee has the right to seek outside independent advice.

7. Reporting
The Remuneration Committee shall review the annual remuneration budget for the Company and make recommendations to the Board for its approval or adoption.

The Committee shall perform an annual review of executive performance, propose incentive and equity based bonuses and formally report to the Board on the outcome.

The Committee shall approve the components of Executive Remuneration, which are to be disclosed in the Annual Report of the Company.

8. Broad Structure and Objectives of the Company’s Remuneration Policy
Remuneration packages are set at levels that are intended to attract and retain executives capable of managing the consolidated entity’s specialised operations.

Performance related bonuses are available to executives based on the performance of the company measured against the objectives set in the Corporate Plan, and satisfaction of personal objectives established at the start of the year.

Remuneration of non-executive Directors is determined by the Board within the maximum amount approved by the shareholders from time to time. Non-executive Directors do not participate in bonus or equity based schemes.