Remuneration committee charter
The Committee shall be appointed by the Board from among the non-executive directors of the company and shall consist of no fewer than three members.
The Chairman of the Committee shall be appointed by the Board, and may be the Chairman of the Board.
The Committee may invite executive management team members or other individuals to attend meetings of the Committee, as they consider appropriate.
Role of the Remuneration Committee
The Remuneration Committee assists the Board to:
- Ensure remuneration policies and practices remain consistent with Brickworks’ strategic goals and human resources objectives, ie enable the company to attract and retain executives and Directors who will create value for shareholders;
- Reward executives in a manner that is equitable consistent and responsible, having regard to the performance of Brickworks, the performance of the executive and the general pay environment; and
- Comply with statutory and regulatory requirements including the ASX Listing Rules and the Corporations Act.
The responsibilities of the Remuneration Committee include oversight of the following areas:
- Executive remuneration and Incentive policies, including policies for recruitment, retention and termination of executives;
- Executive Director and Senior Management remuneration, including the entire specific remuneration of each executive director;
- Reviewing superannuation arrangements for non-executive directors and senior management;
- Providing the Board with advice in relation to non-executive director remuneration; and
- Reviewing disclosure of remuneration policy as required under Corporations Law, Accounting Standards and Corporate Governance requirements.
The Committee meets no less than two times per year.
The Committee is authorised by the Board to:
- investigate any activity within its terms of reference.
- seek any information it requires from any employee who must cooperate with any request made by the Committee. The Committee will have access to all records, property and personnel within the Group.
- obtain outside legal or other independent professional advice, and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
Following each meeting the Remuneration Committee reports the proceedings of the said meeting to the full Board including copies of minutes and any recommendations requiring Board action.