Authority
The Board of Directors sets the role and
responsibilities of the Remuneration and Human Resources Committee and
this Charter should be read in conjunction with the Charter of the Board
of Directors.
The Remuneration and Human Resources Committee is
authorised by the Board of Directors, within the scope of its
responsibilities to:
- Seek any information it requires from employees of the Corporation, and external parties
- Obtain external legal, financial or other professional assistance, and
- Ensure the attendance of employees at meetings as appropriate
Organisation
The
Remuneration and Human Resources Committee will comprise at least two
non-executive Directors. The Chairman of the Committee will be nominated
by the Board of Directors and should not be the Chairman of the Board. A
quorum of the Committee is two members of the Committee.
The
Committee will meet as required, but at least twice each year. Meetings
of the Committee can be called at the request of any two members of the
Committee and when appropriate, the Corporation's Human Resources
Manager will attend meetings as the Committee's Secretary. The Chief
Executive and Managing Director is invited to attend all meetings of the
Committee.
Roles and Responsibilities
The Remuneration
and Human Resources Committee acts as a subcommittee of the Board on
issues relating to the Corporation's human resources policies and
practices.
The objectives of the Remuneration and Human Resources Committee are to :
- Monitor
the effectiveness of human resources strategies and plans to ensure
that the Corporation is always adequately resourced with appropriately
skilled and experienced personnel at all levels
- Carry out reviews for the Board on the following specific issues:
- The
appointment, reward and, if necessary, removal of the Chief Executive
including all conditions of service and, as appropriate, formal
contracts of employment, noting the requirement to consult with the
Voting Shareholders in certain circumstances
- The succession plans for the Chief Executive and senior management team
- The Corporation's overall remuneration policy including the use of incentive payments for the achievement of performance targets
- The review of management's overall human resource strategy to effectively acquire, maintain and develop human resources
- The
compliance of the Corporation with all relevant employment related
legislation, Government Policy where applicable, and with generally
accepted business practice, and
- The parameters for the periodic assessment of the Board's and Directors' own performances.
- To review on behalf of the Board:
- The Chief Executive's decisions in respect to the appointment of members of the senior management team, and
- The
Chief Executive's recommendations in respect to the reward and, if
necessary, removal of members of the senior management team
Performance Assessment
The
performance of the Committee will be kept under review by the Board on
an ongoing basis and be included as part of the overall Board review and
performance assessment process.
Reporting and Other Responsibilities
The
Remuneration and Human Resources Committee will be responsible to the
Board of Directors of the Corporation. The minutes from each Committee
Meeting will be tabled at the next Board meeting for information and
Board approval of any recommendations.
The Committee should, on an
annual basis, review the Committee's Charter and where required make
recommendations to the Board of Directors for changes.
