1 Role and Objectives

The role of the Committee is to assist and advise the Board on matters relating to the appointment and remuneration of the non-executive directors, the Managing Director and other senior executives and employees of the Colorpak Limited Group (the Group).

The objectives of the Committee include:

• to review, assess and make recommendations to the Board on the necessary and desirable competencies of the non-executive members of the board of directors;
• to oversee the selection and appointment practices for non-executive directors and senior executives of the Group;
• to develop succession plans for the Board and to oversee development by management of succession planning for senior executives; and
• to assist the Board in determining appropriate remuneration policies.

 

2 Membership of the Committee

The Committee shall consist of a minimum of 3 members, the majority being independent directors. The Chair should be an independent director and not the Chair of the Board of Directors. The Board will appoint the Chair of the Committee.

The Board of directors may appoint such additional directors to the Committee or remove and replace members of the Committee by resolution. Members may withdraw from membership by written notification to the Board.

Where not appointed as a member, the Chair of the Board may attend meetings of the Committee at his or her discretion, in an ex-officio capacity. Members of management may also attend meetings of the Committee at the invitation of the Committee Chairman, but must not be appointed members of the Committee. The Managing Director may not participate in deliberations of the Committee where the matter could affect his or her position or where he or she has a personal interest.

3 Administrative matters

Any member may, and the Company Secretary must on request from a member, convene a meeting of the Committee. Notice must be given to every Committee member of every Committee meeting but there is no minimum notice period and acknowledgment of receipt by all members is not required before the meeting may be validly held.

The Committee will meet as often as the Committee members deem necessary in order to fulfil their role. However it is intended that the Committee will meet at least 2 times each year. A quorum is at least 2 members.

Following endorsement by the Committee Chairman, the agenda and Committee papers will be distributed to all members of the Committee and meeting invitees in advance of each meeting.

The Committee may obtain information from and consult with the Managing Director, Chief Financial Officer or the Human Resources Manager, as it considers appropriate.

The Committee may, upon notifying the Board or the Chairman of the Board, seek the advice of the Group’s solicitors as to any matter pertaining to the powers or duties of the Committee, as the Committee may require.

The Committee may, with the prior approval of the Board, instruct the Managing Director to engage such other independent advisers in relation to any matter pertaining to the responsibilities of the Committee, as the Committee may require.

The Company Secretary will attend all Committee meetings as minute secretary. All minutes of the Committee will be entered into a minute book maintained for that purpose and will be open at all times for inspection by any director.

4 Reporting

The Committee Chair will prepare a report of the actions of the Committee and/or a copy of the minutes of the Committee meeting will be included in the Board papers for the Board meeting next following a meeting of the Committee. The report will include provision of meeting agendas, papers and minutes of the Committee.

The Committee Chairman will, if requested, provide a brief oral report as to any material matters arising out of the Committee meeting. All directors will be permitted, within the Board meeting, to request information of the Committee Chairman or members of the Committee.

5 Responsibilities and functions

The role of the Committee is to assist and advise the Board on matters relating to the appointment and remuneration of the non-executive directors, Managing Director and other senior executives and employees of the Group.

The Committee will be responsible for:

• reviewing and making recommendations to the Board on:

• the total level of remuneration of non-executive directors and for individual fees for non-executive directors and the Chair, including any additional fees payable for membership of Board Committees;
• the total remuneration package for the Managing Director, including short term and long term incentives for the Managing Director,

• reviewing and approving recommendations from the Managing Director on total levels of remuneration for senior executives reporting to the Managing Director, including their participation in short and long term incentive schemes;
• reviewing the performance targets for senior executives reporting to the Managing Director
• reviewing human resources and remuneration policies and practices for the Group as brought forward by the Managing Director and where appropriate, recommend for adoption by the Board;
• reviewing management succession planning for the Group in general, but specifically in regard to the Managing Director and senior executives reporting to the Managing Director;
• reviewing the appointments and terminations to senior executive positions reporting to the Managing Director;
• reviewing the Group’s obligations on matters such as superannuation and other employment benefits and entitlements;
• reviewing and making recommendations to the Board regarding the appointment of non-executive directors, including attending to the following matters:

• periodically assessing the desired size, appropriate mix of skills, experience and expertise required on the Board and assessing the extent to which the required skills are represented on the Board;
• establishing processes for the identification of suitable candidates for appointment to the Board, including:

• establishing criteria for Board membership;
• engaging appropriate search firms to assist in identifying potential candidates; and :
• where appropriate, nominating appropriate candidates for non-executive directorship;

• monitoring the length of service of current Board members, considering succession planning issues and identifying the likely order of retirement by rotation of non-executive directors;
• establishing processes for the review of the performance of individual non-executive directors, the Board as a whole and the operation of Board Committees; and
• designing induction and ongoing training and education programs for the Board to ensure that non-executive directors are provided with adequate information regarding the operations of the business, the industry and their legal responsibilities and duties.

• reviewing the disclosure made in the annual report on the Group’s remuneration policy and details of the remuneration to directors and senior executives; and
• reviewing any bonus issues applicable to all employees.

 

6 Review

The Board will, at least once in each year review the membership and charter of the Committee to determine its adequacy for current circumstances and the Committee may make recommendations to the Board in relation to the Committee’s membership responsibilities, functions or otherwise.