Remuneration, Human Resources & Nominations Committee Charter

Transcription

1 Remuneration, Human Resources & Nominations Committee Charter Equity Trustees Limited ABN AFSL , RSE Licence No L July 2012.

2 Revision History Version Updated/Prepared by Date Brief Summary of change to Charter Approved by / Comments 1 Rob Jenkins October 11 EQT Remuneration & Human Resources Committee 2 Rob Jenkins March 12 EQT Remuneration & Human Resources Committee 3 Rob Jenkins July 2012 Inclusion of Nominations Committee function Remuneration, Human Resources & Nominations Committee DOCUMENT DETAILS CONFIDENTIALITY: Internal Distribution DOCUMENT OWNER: RELATED DOCUMENTS: RELEVANT GUIDANCE: NEXT FORMAL REVIEW: Human Resources March 2013 and annually thereafter not be used. 2 form or by any means, without the prior permission in writing from the owners

3 Table of Contents Page No OBJECTIVES...4 COMPOSITION...4 TERMS OF REFERENCE DUTIES AND SCOPE MEETINGS MEMBERSHIP AND QUORUM CALLING OF MEETINGS MINUTES... 6 APPENDIX 1 - YEARLY PROGRAM

4 EQUITY TRUSTEES LIMITED HUMAN RESOURCES & NOMINATIONS COMMITTEE CHARTER OBJECTIVES To assist the Board of Directors in fulfilling its responsibilities regarding human resources matters generally including remuneration and to seek and nominate qualified candidates for election or appointment to EQT s Board of Directors. The Committee acts on behalf of the Board and Shareholders to provide Non-Executive oversight of the company s remuneration and human resource policies and practices. The Committee seeks the following outcomes: a. Effective policies, processes and practices for rewarding executives and directors and for succession management b. The Company s remuneration and human resource practices support the business objectives by enabling the Company to attract and retain executives and directors who will add value to the company c. The reward programs are fair and reasonable and managed with integrity and in compliance with statutory obligations, good governance principles and the company s Code of Conduct. d. To identify or develop a pool of potential directorial candidates for consideration in the event of a vacancy on the Board of Directors e. To ensure the Board of Directors has members with the required level of integrity, leadership skills, and competency required to direct and oversee that the company s managed in the best interests of its shareholders, customers and employees. COMPOSITION Ms A J M Williams (Chairperson 12/8/2011), Mr J A Killen OAM, The Hon J G Kennett AC. Attend by Invitation: Mr R Burns (Managing Director 1/3/2010) by Invitation. Secretary: Rob Jenkins (Human Resources Manager) 4

5 TERMS OF REFERENCE 1. DUTIES AND SCOPE HUMAN RESOURCES The following Human Resources duties / activities will be reviewed annually: a. Annual salary increase guidelines for the organisation. b. The Company s salary policy and practices, in particular the strategic target levels of remuneration for fixed and at risk components. c. The voting patterns on remuneration issues at AGM(s) (relevant to the two strikes rule ). d. The Company Policy on Executive employment contracts. e. Termination and recruitment conditions for the Managing Director. f. Termination and recruitment conditions for the Managing Director s direct reports. g. The suitability of the Company s Superannuation arrangements. h. The contents of the Remuneration Report in the Company s annual report. i. The performance and remuneration packages for the Managing Director and his/her direct reports and review any adjustments recommended by the Managing Director. Any changes to the remuneration arrangements of the Managing Director and his / her direct reports must be approved by the Board of Directors. j. The parameters and payments for the Short Term Incentive Plan for the Managing Director and his/her direct reports and the parameters of the plan for executives at other levels. k. The parameters and allocations for the Executive Performance Share Plan. l. The parameters and allocations for the Employee Share Acquisition Plan. m. The Company s human resources strategy including executive training and development, management succession, and remuneration policies. n. The remuneration arrangements for the Non-Executive directors o. Monitor compliance with the Company s human resource policies. (including any actual instances of Harassment, Bullying, Discrimination, Misconduct etc) p. The adequacy of Fit & Proper Policy against relevant Australian Prudential Standard (APS) being APS 520. q. The Remuneration & Human Resources Committee Charter and update where necessary to ensure compliance with ASX Corporate Governance requirements particularly having regard to:- terms of appointment of HR Consultants and disclosures in annual reports &/or at AGM; and remuneration structures compliance with ASX requirements. 5

6 2. DUTIES AND SCOPE NOMINATIONS The following Nominations Committee duties / activities will be conducted in March and September each year: I. Review pool of potential candidates for possible consideration for appointment as Directors II. Consider the timing of director retirement / succession III. Consider the need to engage external agents to identify an expanded pool of candidates for consideration for appointment as Directors IV. Review the suitability of the current levels of skills, knowledge and experience such that they continue to be relevant and effective to future requirements. 3. MEETINGS Typically the Committee will meet four times per year and when required, but no less than twice per year. 4. MEMBERSHIP AND QUORUM The Committee will consist of at least three members who are Non Executive Directors. Two members of the Committee shall form a quorum. The Managing Director and other staff can attend by invitation. Other Non-Executive directors who are not members of the Committee are always welcome to attend all meetings. 5. CALLING OF MEETINGS Meetings shall be called by the Secretary as directed by the Board or at the request of the Chairman of the Committee. 6. MINUTES Minutes of meetings of the Committee shall be kept by the Secretary and, after confirmation by the Committee Chairman, presented at the next Committee meeting. The Chairperson will present a summary of each committee meeting to the Board at next opportunity. 6