REA Group Limited ACN Human Resources Committee Charter

Transcription

1 REA Group Limited ACN Human Resources Committee Charter 1. Objectives: The Human Resources (HR) Committee s objectives are to ensure that: the Company implements appropriate Human Resources strategy to enable it to execute the business strategy; the Company s Human Resources policies to enable it to attract and retain high quality employees; the Company s remuneration structure is fair and equitable and aligned with the long-term interests of the Company and its shareholders and having regard to relevant Company policies, including the Board s diversity policy; the effectiveness of the Board s diversity policy is regularly assessed and any necessary disclosures regarding diversity are made; the Company maintains and implements an appropriate social, environmental and ethical sustainability framework and risk management system. 2. Functions and responsibilities The HR Committee has been established to review, report and make recommendations to the Board on: a) Board composition, remuneration and performance the appropriate size and composition of the Board; the appropriate criteria used to assess the independence of each nonexecutive director, and the independence of current and prospective nonexecutive directors as assessed by this criteria; a Board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. the appropriate criteria for appointment of directors, including the necessary and desirable competencies of Board members and the time expected to be devoted by non-executive directors in relation to the Company s affairs; membership of the Board, including: o making recommendations for the re-election of directors, subject to the principle that a Committee member must not be involved in making recommendations to the Board in respect of themselves; and Approved by: REA Group Limited Board Page 1 of 5

2 o assisting the Board as required to identify individuals who are qualified to become Board members; the terms and conditions of appointment and removal/retirement of nonexecutive directors; remuneration arrangements for the Chair and non-executive directors of the Board, including fees, travel and other benefits, and having regard to the aggregate amount approved by shareholders; the process for the induction and continuing education programs and appropriate professional development opportunities for non-executive directors, including regularly reviewing its effectiveness; the process for the evaluation of the performance of the Board, its committees and directors, including developing and implementing plans for identifying, assessing and enhancing director competencies; and Board succession planning having regard to the objective that the Board comprise an appropriate range of skills, expertise and experience from a diversity of backgrounds, including gender; a) Remuneration related matters and succession planning for senior executives the remuneration arrangements for the CEO (CEO) and senior executives, including contract terms, annual remuneration and participation in the Company s short and long term incentive plans; major changes and developments in the Company s remuneration, recruitment, retention and termination policies and procedures for senior executives; major changes and developments in the remuneration policies, superannuation arrangements, personnel practices and industrial relations strategies for the Group, including incentive and equity plans and related matters; senior executives performance assessment processes and results as they reflect the capability of management to realise the business strategy, including the annual assessment of the CEO s performance and determination of any incentive payments; whether offers are to be made under any or all of the Company s employee equity incentive plans in respect of a financial year and the terms of employee share plan offers; and guidelines for CEO and senior executive succession planning. Approved by: REA Group Limited Board Page 2 of 5

3 b) Governance and diversity corporate governance issues as requested by the Board from time to time; the Board diversity policy and the effectiveness of the Board diversity policy by, on an annual basis: o assessing the Company s progress towards the achievement of the measurable objectives and any strategies aimed at achieving the objectives; and o reporting to the Board, recommending any changes to the measurable objectives, strategies or the way in which they are implemented; remuneration by gender, including recommending strategies or changes to address any pay bias; the relative proportion of women and men on the Board, in senior executive positions and in the workforce at all levels of the Company or the Company s most recent indicators as required by the Workplace Gender Equality Act 2012; remuneration consultants, including approving the appointment of a remuneration consultant for the purposes of the Corporations Act 2001 (Cth); the remuneration report prepared in accordance with the Corporations Act 2001 (Cth) for inclusion in the annual directors report; and shareholder and other stakeholder engagement in relation to the Company s remuneration policies and practices. c) Human resources strategy and OH&S the oversight of the Human Resources strategic plan; and Occupational, Health and Safety policies and their implementation. d) Social, environmental and ethical sustainability the social, environmental and ethical impact of business activities and investments; the design, implementation and effectiveness of the social, environmental and ethical sustainability framework and associated strategy; in conjunction with the ARC Committee, the social, environmental and ethical sustainability risks that may be material to the Company and managing those risks; the Company s reporting of social, environmental and ethical sustainability performance; and the regular review of the Company s social, environmental and ethical sustainability policies and practices to meet stakeholder expectations. Approved by: REA Group Limited Board Page 3 of 5

4 3. Composition a) The HR Committee will comprise of: only non-executive directors; an independent non-executive director as Chair; the REA Group Board Chair, who is not the Chair of the Committee; and at least 3 members, with a majority of independent directors. b) The Board may appoint additional directors to the Committee or remove and replace members of the Committee by resolution. Members may withdraw from membership by written notification to the Board. 4. Access to information and independent advice a) HR Committee members may access such information and (subject to prior approval as set out below) may seek such independent professional advice as they individually or collectively consider necessary to fulfil their responsibilities and permit independent judgment in decision making. b) HR Committee members will be entitled to: access members of management to discuss issues relating to the operation and discharge of the responsibilities of the HR Committee at any time to request relevant and additional information or seek explanations. All directors are entitled to otherwise access members of management at any time via the CEO and/or Company Secretary; and seek the advice of the Company s auditors, solicitors or other independent advisors (including external consultants and specialists) as to any matter pertaining to the powers or duties of the Committee or the responsibilities of the Committee, as the Committee may require. 5. Meeting formalities The Chair of the Committee will convene meetings of the Committee as necessary. The quorum is at least 2 members. The number of meetings is to be determined by the Chair of the Committee in order to permit the Committee to fulfil its obligations, but shall not be less than three per year. Notice will be given to every member of the Committee, of every meeting of the Committee. There is no minimum notice period and acknowledgement of receipt of notice by all members is not required before the meeting may be validly held. Approved by: REA Group Limited Board Page 4 of 5

5 6. Review It is intended that a report of the actions of the Committee or a copy of the minutes of the Committee meeting or both will be included in the Board papers for the Board meeting next following a meeting of the Committee. The Committee Chair will, if requested, provide a brief oral report as to any material matters arising out of the Committee meeting. All directors may, within the Board meeting, request information of members of the Committee. The Company Secretary will act as secretary and will maintain minutes of all meetings of the Committee as signed by the Chair. Non-committee members, including members of management and the external auditor may attend meetings at the invitation of the Chair of the HR Committee. Where HR Committee members wish to invite non-committee members to attend Committee meetings, the Chair will notify the Company Secretary and/or the CEO. The Board will, as deemed necessary, review the membership and charter of the Committee to determine its adequacy for current circumstances and the Committee may make recommendations to the Board in relation to the Committee s membership, responsibilities, functions or otherwise. ****** Definition: senior executive - those who have the opportunity to material influence the integrity, strategy and operation of the Company and its financial performance, including the Executive Leadership Team reporting directly to the CEO. Approved by: REA Group Limited Board Page 5 of 5