ORICA LIMITED 1) THE BOARD - 2) BOARD COMMITTEES - 3) CHAIRMAN - 4) MANAGING DIRECTOR & CEO

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1 ORICA LIMITED 1) THE BOARD - Powers, Duties and Responsibilities 2) BOARD COMMITTEES - Overview 3) CHAIRMAN - Remit 4) MANAGING DIRECTOR & CEO - Remit DEFINITIONS In these documents: the Company means Orica Limited; Orica Group means Orica Limited and any of its subsidiary companies or any other entity in which it has a controlling shareholding or interest. Approved by the Orica Limited Board on 30 January 2015

2 ORICA LIMITED - BOARD REMIT Powers, Duties & Responsibilities Derivation The powers, duties and responsibilities of the Board are prescribed by the Corporations Act and the Company s Constitution. The standards and conduct adopted by the Board will also reflect the company values and standards for corporate governance practised by highly regarded publicly listed companies. Role The primary role of the Board is to protect and enhance long-term shareholder value. The Board is accountable to shareholders for the performance of the Company. It oversees and governs the business and affairs of the Company on behalf of shareholders and is responsible for the Company s overall corporate governance. In meeting the role, the Board will determine the objectives and broad policies of the Orica Group which must aim to enhance long-term shareholder value. The Board will provide the overall strategic direction that is necessary to ensure that these policies are carried out, and will exercise stewardship of the Orica Group s resources in a manner that enables the objectives to be met. With respect to companies in the Orica Group, where particular shareholder agreements apply, it is understood that the Board will do its best to ensure that the policies, strategies and frameworks applicable to the Orica Group are met having regard to the interests of all shareholders. Functions The Board has defined the powers to be reserved for the Board and has established the main functions of the Board in the following areas: Strategy and Policy (1) While responsible to the shareholders of the Company, the Board will have regard to the interests of the Orica Group as a whole, including its employees in general, its customers and suppliers and to the Orica Group s social responsibilities to the communities in which the Orica Group operates; (2) Determine the strategic direction and objectives, with management, for the Orica Group; (3) Establish Orica Group policies to support the implementation of the strategy; (4) Regularly review the progress and long-term development of the Orica Group in the light of the political, economic and social environments in which it operates; and (5) Approve major changes in organisation and the shape of the Orica Group, including entry into new fields of operation and departure from those which are no longer appropriate. Orica Board Terms of Reference 2015 Page 2

3 Financial Performance of the Orica Group (1) Monitor the financial state and performance of the Orica Group (including investment and finance plans), determining the desired financial objectives and approving the Orica Group s 5 year plan; (2) Approve major expenditures and transactions with other companies (including, for example, acquisitions, disposals, joint ventures and significant supply arrangements) and monitoring capital management; (3) Approve the interim and full year financial results; (4) Determine that the Company accounts are true and fair; and (5) Determine that satisfactory arrangements are in place for auditing the Company s financial affairs, including selecting and recommending any changes to auditors as required at general meetings, and that the scope of the internal audit is adequate. Managing Director & CEO and Executive Management 1) Appoint and or replace the Managing Director & CEO and regularly review his or her performance; 2) Support the Managing Director & CEO in the discharge of his/her responsibilities; 3) Regularly monitor the performance of senior executive management; 4) Approve the annual performance outcomes for the Managing Director & CEO and Executive management including short term and long term incentive outcomes; and 5) Provide approval or support as appropriate to the senior appointments in the Orica Group, ensuring that adequate career development, succession and remuneration arrangements are in place. Risk Strategy and Mitigation (1) Monitor the Company's key risks and mitigation strategies and verify that mechanisms are put in place to review and guide systems of risk management and internal control; and (2) Monitor the development and implementation of the appropriate strategies to protect and build Orica's reputation in the short and medium term. Corporate Governance (1) Delegate clear responsibility and authority to the Committees of the Board, the Managing Director & CEO and Directors or groups of Directors; Orica Board Terms of Reference 2015 Page 3

4 (2) Verify that mechanisms are put in place for Orica shareholders and the market as a whole being provided with adequate, accurate and timely information on material developments affecting the Orica Group; (3) Review and monitor Orica Group processes that adhere to appropriate standards and values and that proper policies are developed and followed in relation to: a. compliance with laws; b. safety, health, environment and community matters; c. corporate governance; and d. corporate culture; (4) Regularly review the Board s structure, composition and succession plans; (5) Annually review the performance of the Board; (6) Where appropriate establish a Committee of the Board to ensure appropriate focus is given to specific functions and to provide a mechanism to report back to the Board; and (7) Regularly review the performance of each -committee against its terms of reference. Board Committees The Board has established the following standing Committees to assist in the discharge of their obligations and responsibilities: Safety Health and Environment Committee - The Committee assists the Board in the effective discharge of its responsibilities in relation to safety, health and environmental matters arising out of activities within the Company as they affect employees, contractors, customers, visitors and the communities in which Orica operates. Board Audit and Risk Committee - The Committee assists the Board to assess the adequacy and integrity of the Company s financial and operating controls, oversight of risk management systems and compliance with legal requirements affecting the Company, the internal audit process and outcomes and the appointment and services of the external auditor. Human Resources and Compensation Committee - The Committee assists the Board to oversee management s development and implementation of the human resources strategy required to deliver the Company s strategy effectively over the short and long term. Corporate Governance and Nominations Committee - The Committee assists the Board in matters associated with Managing Director & CEO succession, changes in corporate governance practices, board composition, renewal and performance and non-executive Director training and development. Orica Board Terms of Reference 2015 Page 4

5 Chairman Remit Derivation The duties of Chairman arise from his or her position as the duly elected senior nonexecutive officer of the Company and the responsibility for presiding over the official business of the Company and the Board. Duties The Chairman s duties include: 1) Leading the Board in its roles and functions; 2) Promoting the interests of the Company as a whole in its relations with the Company s shareholders, governments, regulators, other public organisations, other companies and the public generally; 3) Managing the relationship between the Managing Director & CEO and the Board; 4) Managing the business of the Board and presiding over the Board and Company meetings, resolving differences between Directors and seeing that decisions are reached promptly; 5) Reviewing the Board agenda so that it covers relevant issues and monitoring that all Directors receive timely, relevant information to enable them to be effective members; 6) Monitoring that each Director participates effectively in the Board s activities; 7) Recommending to the Board for consideration the membership and functions of Committees of the Board; 8) Leading the process for the appointment of the Managing Director & CEO and as Directors of the Company; 9) Leading the process regarding the retirement or removal of the Managing Director & CEO and other Directors from office; 10) Leading the process to ensure the Board has an adequate succession plan for Chair and Directors; and 11) Managing the business of the Corporate Governance & Nominations Committee, of which he or she shall be Chairman, and bringing forward in a timely manner relevant items of business to ensure the remits are delivered. Orica Board Terms of Reference 2015 Page 5

6 MANAGING DIRECTOR & CEO S REMIT Derivation As the chief executive of the Company appointed by the Board under the Company s Constitution he or she is responsible to the Board for directing and promoting the profitable operation and development of the Orica Group consistent with the primary objective of enhancing long-term shareholder value. With respect to companies in the Orica Group where particular shareholder agreements apply, it is understood that the Managing Director & CEO will do his or her best to ensure that the objectives, policies, strategies and plans applicable to the Orica Group are met having regard to the interests of all shareholders. Duties The Managing Director & CEO s duties will include: 1) Exercising executive stewardship of the Orica Group's resources; 2) Being responsible to the Board for the development of group companies and their profitable operation, including the profits, cash and costs of those businesses: 3) preparing and submitting to the Board the Orica Group annual budget and the Orica Group s objectives, policies, strategies and plans; 4) Taking such action that is necessary to secure the timely and effective implementation of the objectives, policies, strategies and plans set by the Board and of other decisions taken by or on behalf of the Board; 5) Monitoring the adoption of appropriate objectives, policies, strategies and plans for each of the businesses of the Orica Group, that appropriate budgets are set for the businesses, that their performance is effectively monitored and reviewed and that guidance or direction is given where appropriate; 6) Implementing safety, health and environmental policies and frameworks as agreed by the Board; 7) Recommending to the Chairman and the Board appointments and nominations (including retirements and discharges) to very senior positions which are direct reports; 8) Monitoring that career development, succession and remuneration arrangements exist for direct reports; 9) Implementing a succession and development program to ensure that high potential employees are retained and developed to meet the needs of the Orica Group; 10) Leading the Orica Group s processes for communicating to, and consulting with, employees; 11) Maintaining and developing the Orica Group s culture in line with agreed principles; Orica Board Terms of Reference 2015 Page 6

7 12) Managing stakeholder relations, including relations with the Company s shareholders, customers, governments, regulators, other public organisations, other companies and the public generally and keeping the Chairman and Board informed as appropriate on his or her involvement; 13) Managing the Orica Group s current financial and other reporting mechanisms and that these mechanisms are functioning effectively to capture all relevant information on a timely basis; 14) Identifying financial, operational and other risks which could have a material impact on the Orica Group s businesses, formulating strategies for managing identified risks for consideration by the Board, and implementing the risk management systems adopted by the Board; and 15) Keeping the Chairman and the Board informed of all matters that may be of importance to the Orica Group, including its current performance and progress and the external environment, so that the Board is in an appropriate position to fulfil its corporate governance responsibilities. Orica Board Terms of Reference 2015 Page 7

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