People Development and Remuneration Committee Charter
Purpose
The purpose of the Committee is to:
- Provide oversight of the People Strategy of the Society including organisation structure, performance, succession planning, development and remuneration policies;
- Set performance goals for the Chief Executive Officer, review performance and make recommendations to the Board regarding the Chief Executive Officer’s performance and remuneration;
- Approve the performance review ratings and remuneration recommendations of the Chief Executive Officer; and
- Participate in annual succession planning reviews and selection processes as required from time to time for the Chief Executive Officer and the Chief Executive Officer’s direct reports’ positions.
Composition
The Remuneration Committee shall be appointed by the Board and shall consist of not more than six members. The Chairperson of the Board will be an ex officio, voting, member of the People Development and Remuneration Committee.
Responsibilities
The responsibilities of the Committee are as follows:
- Review annually the People Strategy for Society including:
- The organisation structure;
- Terms and conditions of employment;
- The performance management system and processes;
- The succession planning process and the capability development strategy.
- Review and approve annually the Remuneration Strategy for Society.
- Set annual performance goals for the Chief Executive Officer, review performance six monthly and make recommendations to the Board regarding the Chief Executive Officer’s* performance and any recommended adjustment to the Chief Executive Officer’s* remuneration annually;
- Review the performance ratings of the Chief Executive Officer’s direct reports annually and approve any recommended adjustment to the Chief Executive Officer’s direct reports’ remuneration annually;
- Review potential successors to the Chief Executive Officer and the Chief Executive Officer’s direct reports annually and provide an update to the Board;
- Lead any selection process required from time to time for the role of Chief Executive Officer providing recommendations to the Board and participate in any selection process as required from time to time for the Chief Executive Officer’s direct reports’ roles.
- Review and approve annually the Society’s Health and Safety Risk Management plan.
(* Chief Executive Officer excluded from Committee for this purpose)
Authority
The Committee is authorised by the Board to investigate any activity covered by its functions and responsibilities. It is authorised to seek any information it requires from any employee and all employees shall be directed to cooperate with any request made by the Committee.
The Committee shall have the authority of the Board to obtain legal or other independent professional advice and to secure the attendance at meetings of third parties with the relevant experience and expertise if it considers this necessary.
The Committee shall have only those executive powers as set out under “Responsibilities” above.
Secretarial and Meetings
A quorum for the transaction of business shall be three members unless otherwise stipulated in writing by the Board. In matters where the Chief Executive Officer has a personal interest, his or her attendance will not be counted for the purposes of a quorum.
- The Chairperson of the Remuneration Committee shall be appointed by the Board and shall not be the Chairperson of the Board.
- A resolution in writing, signed or assented to by at least two members of the Remuneration Committee (at least one of whom shall be the Chairman of the Board of Directors of the Company, or the Chief Executive Officer of the Company where there is no self interest), is as valid and effective as if it had been passed at a meeting of the Remuneration Committee duly convened and held. Any such resolution may consist of several documents (including transmissions by facsimile or e-mail or other similar means of written communication) in like form, each signed or assented to by one or more members of the Committee.
- Any Board member may request, through the Board Chair, that the Committee convene to address any matter and such member may attend and speak, but will not have a vote.
- The Chief Executive Officer, in conjunction with the Chair, shall draw up the Agenda.
- The Agenda and Committee papers shall be distributed to members at least one week prior to each meeting.
Review of the Committee
- The Committee shall undertake an annual review of its objectives and activities.
- The objectives and activities of the Committee shall also be reviewed by the Board, the Chief Executive Officer and by other parties the Board deems appropriate.
- All directors shall have unfettered access to the records of the Committee upon request to the Chair of the Committee with notification to the Chairman.
Reporting Procedures
- The Chair of the Committee shall make a report to the Board after each Committee meeting on the findings and recommendations of the Committee.
- The Minutes of all Committee meetings, signed by the Chair, shall be circulated to all directors, the Chief Executive Officer and to other parties as the Board directs.