Nomination and Remuneration Committee
1. Purpose of Charter
1.1
The Nomination & Remuneration Committee Charter sets out the role, composition, authority, responsibilities and operation of the Nomination & Remuneration Committee of the Board of Petsec Energy Ltd (Petsec) within the governance structure of Petsec Energy Ltd and all controlled entities (Group).
1.2
The Charter is posted on the Company’s website.
2. Definition and Objective of the Petsec Nomination & Remuneration Committee
2.1
The Nomination & Remuneration Committee (Committee) is a Committee of the Petsec Board (Board).
2.2
The Committee’s primary function is to assist the Board in discharging its responsibility to exercise due care, diligence and skill in relation to the Petsec Group in the areas of:
- Board structure and performance;
- Senior management structure and performance;
- Remuneration and employment policies and their implementation;
- oversight of the Petsec Employee Option and Petsec Employee Share Plans.
3. Membership and Term
3.1
The Committee consists of a minimum of two Directors of the Board. The majority of members must be independent, non-executive Directors .
3.2
Committee members are appointed by the Board for a period of one year and may be reappointed annually provided they are eligible.
4. Chairman
4.1
The Chairman of the Committee, a non-executive Director, is selected by the Board.
5. Meetings
Frequency of Meetings
5.1
The Committee meets as required and conducts:
- annual reviews of employee remuneration
- annual review of CEO performance; and
- review of board structure and director performance.
6. Nomination & Remuneration Committee Responsibilities
6.1 Nomination
- Develop and regularly review policy on Board structure; including criteria for Board membership;
- Identify and screen specific candidates for nomination;
- Make recommendations to the Board for membership;
- Ensure there is an appropriate Board succession plan in place;
- Ensure the performance of the Board and its members is regularly reviewed;
- Develop with Directors all induction and training and development programmes;
- Oversee management’s succession planning including the CEO and his/her direct reports; and
- Assist the Chairman in advising Directors about their performance and possible retirement;
6.2 Remuneration
- Review and establish appropriate remuneration levels and policies, including incentive policies, for Directors and senior executives;
- Assess the market to ensure that senior executives are being rewarded commensurate with their responsibilities;
- Obtain the best possible advice in establishing salary levels;
- Review recommendations from the CEO relating to proposed change for direct reports;
- Propose, for full Board approval, the terms and conditions of employment for the CEO;
- Undertake, at least annually, a review, which will be reported to and confirmed by the full Board, of the performance of the CEO and senior executives, including setting with the CEO goals for the coming year and reviewing progress in achieving those goals;
- Review the Company’s recruitment, retention and termination policies and procedures;
- Approve the issue of options, shares to employees under the terms of the Petsec Employee Option and Petsec Employee Share Plans;
- Review and make recommendations to the Board on the Company’s superannuation arrangements;
- Oversee the remuneration report that forms part of the corporate governance section of the Annual Report; and
- Review the remuneration of both executive and non-executive Directors and make recommendations to the Board on any proposed changes.
6.3 Diversity
- Oversee and review the Company’s diversity policy and initiatives and make recommendations to the Board in relation to management thereof.
7. Senior Executive Evaluation
7.1
The Nomination & Remuneration Committee evaluates the performance of senior executives on an annual basis. The evaluation is based on a process that considers individual, segment and overall performance of the Company against goals set at the start of the year and the development of management and personnel.
8. Attendance at Meetings and Quorum
8.1
The quorum for a meeting is two members.
8.2
The CEO and other members of management may attend by invitation only.
9. Secretary
9.1
The Company Secretary or other appropriate executive may act as Secretary of the Committee.
10. Access & Authority
10.1
The Committee is authorised by the Board to investigate any activity within its charter and has the authority to seek any information from any officer or employee of any entity of Petsec.
10.2
The Committee has the authority to consult, at Petsec’s expense, any independent professional adviser it considers appropriate.
11. Reporting
11.1
Proceedings of all meetings are minuted and signed by the Chairman.
11.2
The Committee, through its Chairman, reports to the Board at the earliest possible Board Meeting after each Committee meeting. Minutes of all Committee meetings are circulated to the Directors.
12. Fees
12.1
Committee members are entitled to receive remuneration as determined from time to time by the Board.