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Nomination & Remuneration Committee Charter

This Remuneration and Nomination Committee Charter sets out the membership, responsibilities, authority and operation of the Remuneration and Nomination Committee of AWB Limited (AWB).

AUTHORITY

The Committee is appointed and authorised by the Board of AWB to assist the Board in fulfilling its responsibilities. As such, the Committee exercises the authority and power delegated to it by the Board.

The Committee has the authority to conduct or direct any investigation required to fulfil its responsibilities and has the ability to retain, at AWB’s expense, such legal, accounting or other advisers, consultants or experts as it considers may be necessary from time to time in the performance of its duties.

COMPOSITION

Members of the Committee are appointed by the Board and must be non-executive directors only. The Chairman of the Board shall recommend to the Board the appointment or reappointment of each member of the Committee.

The Committee is to be composed of at least three members, at least one of whom shall be the Chairman of the Board.

A quorum shall be three members.

Having regard to the operational and financial profile of AWB, it is appropriate that members of the Committee have a diverse range of backgrounds, skills and experiences.

CHAIRMAN

The Chairman of the Committee shall be appointed by the Board and shall be eligible for re-appointment annually by the Board.

Should the Chairman be absent for all or part of a meeting, a designated member of the Committee shall deputise for the Chairman.

TERM

Each member shall be appointed for a term of 12 months. The performance of each Committee member shall be reviewed annually by the Chairman of the Committee in conjunction with the Chairman of the Board.

It is expected that no Committee member should serve on the Committee for a period of more than six years.
Periodic rotation of members’ appointments is to be encouraged. However, no more that one member should leave the Committee pursuant to rotation in any one year.

MEETINGS

Committee members may attend meetings in person or by electronic means.
The Committee should meet at least four times per year with such other meetings to be called as may be necessary from time to time.

In addition, the Chairman may call a meeting at any time and will call a meeting of the Committee if so requested by any member of the Committee or by the Chairman of the Board.

ATTENDANCE AT MEETINGS

The Managing Director and General Manager Human Resources shall attend each meeting of the Committee.

Any other members of management and/or parties external to AWB may be invited to attend any meeting of the Committee or part thereof.

The Company Secretary shall be appointed Secretary of the Committee.

DIRECT ACCESS

Direct access to the Committee shall be provided to executive management via the committee Secretary or Chairman.

Outside of Committee meetings, the Committee will have unfettered access to relevant executives, although the Chairman of the Committee will normally keep the Managing Director fully informed of any such dialogue.

REPORTING AND ASSESSMENT

The Committee, through its Chairman, reports to the Board at the earliest possible Board Meeting after each Committee meeting, any matters that should be brought to the attention of the Board, and any recommendations requiring Board approval and/or action. Minutes are to be kept of all Committee meetings and circulated to the Board.

At least annually, a review of the Charter and its continuing adequacy shall be performed together with an evaluation of the Committee’s performance as it relates to the requirements of the Charter.

DUTIES AND RESPONSIBILITIES

The Committee is responsible for the following Nomination matters:

  • to annually review the Board’s mix of skills and experience;
  • to advise and recommend to the Board prospective candidates for position of Director;
  • interview candidates for election to the Board;
  • to advise the Board on a process for regularly assessing the effectiveness of the Board as a whole;
  • to review Board succession plans, including identifying and recommending succession of the position of Chairman of the Board;
  • to advise the Board on the appointment of potential successors to the Managing Director;
  • to develop and implement a process for the orientation and education of new directors;
  • to review management’s recommendation and advise the Board on succession plans for executives reporting to the Managing Director and the Chairman;

The Committee is responsible to review and recommend to the Board for approval the following Remuneration matters:

  • the remuneration of non-executive directors;
  • the Managing Director’s remuneration, including fixed pay, short term incentive and long term incentive;
  • any changes to the Company’s Remuneration Policy;
  • the Incentive [Bonus] Pool for all employees;
  • recruitment, retention and termination policies and procedures for senior management;

The Committee is responsible for reviewing and approving prior to implementation, for executives reporting to the Managing Director or the Chairman:

  • contract terms;
  • starting remuneration and annual salary review increases;
  • incentive, retention or one off bonus payments;
  • termination payments in excess of applicable contractual entitlements;
  • key result areas, and incentive plan measures.

In relation to any employee share plans (including exempt or deferred share plans, loan plans and performance rights plans) (“the Plans”) the Committee is authorised to:

  • Approve the issue of AWB securities in accordance with the rules of Plans;
  • Approve all forms and other documents necessary or desirable for the administration of the Plans;
  • Do anything necessary or desirable to give effect to the Plans;
  • Delegate to any person or committee the power to approve and authorise the issue of all offer documents, forms or other documents and to do all such other acts as may be necessary or desirable for the administration of the Plans;
  • review the participants in the Plans as approved by the Managing Director.

The Committee may review and recommend to the Board for approval:

  • the policy in relation to the use of the Plans;
  • the performance hurdles to be applied under any of the Plans;
  • the power to remove the trustee of the Plans and appoint a new trustee or determine that the trust be wound up;
  • the power to amend the respective Plans;
  • the introduction of any new Plan;
  • the power to suspend the operation of the respective Plans and to cancel the respective Plans at any time; and
  • the participation by the Managing Director in any of the Plans.

This Charter was approved by the Board of AWB Limited on 26 September 2007 and replaces any previous charters.

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© 2006 AWB Limited
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