Remuneration Committee Charter
Introduction
This is the Remuneration Committee charter for ImpediMed Limited (Company). The charter governs the procedures of the Remuneration Committee (Committee) and outlines the procedures and guidelines in relation to the remuneration of directors and senior executives of the Company.Purpose
The role of the Committee is to review and make recommendations to the Board in respect of:- an executive remuneration and incentive policy;
- the remuneration of the chief executive officer and any other executive director, the company secretary and all senior executives reporting directly to the chief executive officer;
- an executive incentive plan;
- an equity based incentive plan;
- the remuneration of non-executive directors;
- superannuation arrangements;
- recruitment, retention, performance measurement and termination policies and procedures for non-executive directors, the chief executive officer and any other executive director, the company secretary and all senior executives reporting directly to the chief executive officer; and
- the disclosure of remuneration in the Company's public materials including Australian Stock Exchange filings and the annual report.
The Committee is entitled to call on and use any employee of the Company to the extent that the Committee considers appropriate to carry out the Committee's role and responsibilities.
Composition
The Committee will consist of not less than three directors, a majority of which are independent, non-executive directors. If a member of the Committee retires, is removed or resigns from the Board, that member ceases to be a member of the Committee. The Board will appoint the successor.The Committee, if considered appropriate, may invite any executive management team members or other individuals to attend meetings of the Committee. The Committee will be chaired by an independent director. The company secretary will be the secretary of the Committee.
Meetings
The Committee will meet as frequently as required but not less than two times a year. Any Committee member or the company secretary may call a Committee meeting. A notice of each meeting confirming the date, time, venue and agenda must be forwarded to each member of the Committee (with a copy to all board members) seven working days before the date of the meeting. The notice for members will include relevant supporting papers for the agenda items to be discussed.Minutes of proceedings and resolutions of Committee meetings will be kept by the secretary. Minutes will be distributed to all Committee members and the chairman of the Board, after the Committee chairman has given the preliminary approval. Minutes, agenda and supporting papers will be included in the papers for the next full Board meeting after each Committee meeting.
Advice
The Committee may have access to employees of the Company and from appropriate external advisers. The Committee may meet with these external advisers without management being present.Report to Board The Committee chairman, or delegate, will report to the Board following each meeting. The Committee will report to the Board regularly on the matters for which the Committee has responsibility. The Committee will prepare for approval by the Board any report on the matters for which the Committee has responsibility that may be:
- required by any listing rule, legislation, regulatory body or other regulatory requirement; or
- proposed for inclusion in the annual report.
Duties and Responsibilities
The duties and responsibilities of the Committee are:Executive Remuneration Policy
- review and make recommendations to the Board regarding the Company's policy for determining executive remuneration including, but not limited to, pension rights and compensation payments, and any amendments to that policy proposed from time to time by management;
- review the on-going appropriateness and relevance of the executive remuneration policy and other executive benefit programs;
- consider whether to seek shareholder approval of the executive remuneration policy; and
- oversee the implementation of the remuneration policy within the Company.
Executive Directors and Senior Management
- consider and make recommendations to the Board on the entire specific remuneration for the chief executive officer and any other executive director, (including base pay, incentive payments, equity awards, retirement rights, service contracts) having regard to the executive remuneration policy, and determine whether any shareholder approvals are required and that any equity-based executive remuneration is made in accordance with shareholder approvals; and
- review and make recommendations to the Board regarding the proposed remuneration (including incentive awards, equity awards and service contracts) for the company secretary and all senior executives reporting directly to the chief executive officer.
Executive Incentive Plans
- review and make recommendations to the Board regarding the design of all executive incentive plans; and
- review and make recommendations to the Board regarding the total proposed payments from each executive incentive plan.
Equity Based Plans
- review and make recommendations to the Board regarding the design of all equity based plans;
- keep all plans under review in the light of legislative, regulatory and market developments;
- for each equity based plan, determine each year whether awards will be made under that plan;
- review and make recommendations to the Board regarding total proposed awards under each plan;
- in addition to considering awards to the company secretary or any senior executives reporting directly to the chief executive officer, review and make recommendations to the Board regarding proposed awards under each plan on an individual basis for executives as required under the rules governing each plan or as determined by the Committee; and
- review, make recommendations to the Board and keep under review performance hurdles for each equity based plan.
Non-executive Director Remuneration
- review and establish the level of remuneration for non-executive directors. The level of director remuneration is to be set so as to attract the best candidates for the Board while maintaining a level commensurate with boards of similar size and type;
- where necessary recommend that the Board seek an increase in the amount of remuneration for nonexecutive directors approved by shareholders;
- the Committee may request management or external consultants to provide necessary information upon which the Board may make its determination.
Disclosure
The Committee will review all public disclosures and statements concerning the matter the subject of this policy including disclosures in:- Australian Stock Exchange filings;
- the annual report; and
- press releases.
Approvals
Before implementing any of the following proposals the Board will ask the Committee to review the proposal and make a recommendation to the Board in relation to it:- any change to the remuneration or contract terms of the chief executive officer and any other executive director, the company secretary and all senior executives reporting directly to the chief executive officer;
- the design of any new equity plan or executive cash-based incentive plan, or the amendment of any existing equity plan or executive cash-based incentive plan;
- the total level of award proposed from equity plans or executive cash-base incentive plans;
- any termination payment to the chief executive officer, any other executive director, the company secretary or any senior executive reporting directly to the chief executive officer. A termination payment to any other departing executive must be reported to the Committee at its next meeting.