1. ADOPTION
This Remuneration Committee Charter was adopted by the Board of Directors of Adelaide Resources Limited and its controlled entities on 8 April, 2010 and is effective immediately.
2. PURPOSE
The Charter is intended as a component of the flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. Whilst it should be interpreted in the context of all applicable legislation, Corporations Act regulations and ASX Listing Rules, as well as in the context of the Company’s Constitution, it is not intended to establish by its sole force any legally binding obligations.
The Remuneration Committee has authority from the Board to review and investigate any matter within the scope of its Charter and make recommendations to the Board in relation to the outcomes. The Committee has no delegated authority from the Board to determine the outcomes of its reviews and investigations and the Board retains its authority over such matters. The functions of the Committee do not relieve the Board from any of its responsibilities.
The purpose of the Committee is to assist the Board in discharging its responsibilities relating to the remuneration of directors and executives, relevant employees and the composition and performance of the Board.
3. COMMITTEE MEMBERSHIP
The Committee shall consist of at least two non executive directors. Non executive directors may serve on the Committee if their relevant interest in ARL securities is in excess of 5% (five percent) of the issued capital of ARL, so long as the Board, in its sole discretion, determines that their thinking will be that of an independent person.
The Chairman of the Committee shall be a non executive director and shall be appointed by the Chairman of the Board.
4. COMMITTEE MEETINGS
The Committee will meet as frequently as required but no less than twice a year and one of those meetings must take place within 3 months prior to each annual general meeting. The Chairman must call a meeting of the Committee if so requested by any Committee member, the Chief Executive Officer/Managing Director (“CEO”) or the Company Secretary.
At least two days notice of each meeting confirming date, time, venue and agenda shall be forwarded to each member of the Committee, but such meetings may take place by teleconference. The quorum necessary for a meeting of the Committee shall be two members. The Committee may invite other individuals to attend meetings of the Committee as it considers appropriate.
The Committee will meet without the CEO or any senior executive being present if the Chairman or the Committee considers it appropriate that members of management not be in attendance or while any matter relating to their conditions of employment, including remuneration and performance, is under discussion.
5. REPORTING
The Chairman must report the findings and recommendations of the Committee to the next Board meeting after each meeting of the Committee. The minutes of all Committee meetings will be circulated to members of the Board by the Company Secretary.
The Committee must approve the remuneration report to be published in the Company's Annual Report and seek assurance from management that other statutory reporting and disclosure requirements are being met.
6. RESPONSIBILITIES
The following responsibilities are set forth as a guide with the understanding that the Committee may diverge as appropriate given the circumstances. The Committee is authorised to carry out these and such other responsibilities assigned by the Board from time to time (including special investigations) and take any actions reasonably related to the mandate of this Charter.
To fulfil its purpose, the Committee shall:
- Review and approve corporate goals and objectives relevant to the CEO’s compensation consistent with the Company’s compensation philosophy as established by the Board, including annual performance objectives, as appropriate;
- Evaluate the performance of the CEO against those corporate goals and objectives and determine or act with other directors, as directed by the Board, to determine and approve the compensation level for the CEO based upon this evaluation, including the review and approval of any proposed termination payments to the CEO;
- Review and make recommendations to the Board in respect of non-CEO compensation as requested by the Board or CEO, including the review and approval of any proposed termination payments to senior executives;
- Review and make recommendations to the Board for approval of any changes in incentive compensation plans and equity-based compensation plans including a consideration of performance thresholds and regulatory and market requirements;
- At least annually, or as appropriate, review the Company’s remuneration framework and policies and practices on director and executive remuneration to ensure that they motivate directors and senior executives to pursue the long term growth of the Company. In doing so, the Committee should ensure remuneration arrangements are linked to performance, are designed to attract and retain high performing directors, senior executives and employees, provide a clear link between reward and shareholder value, are reasonable and fair and are in line with prevailing governance and legal developments;
- Monitor compliance with the Company’s remuneration strategy and framework as approved by the Board and oversee the implementation of the Company’s remuneration strategy and framework;
- Provide advice to the Board on aspects of remuneration that should be subject to shareholder approval and/or disclosure;
- Make recommendations to the Board on the level of non-executive director remuneration and ensure that fees paid to non executive directors are within the aggregate amount approved by shareholders and making recommendations to the Board for any adjustment to this amount at the Annual General Meeting; and
- Ensure that the Company’s obligations regarding superannuation and other employment benefits and entitlements are being met.
7. AUTHORITY
The Committee may, in its discretion, delegate all or some of its responsibilities to a sub-committee.
8. ACCESS
The Committee has unrestricted access to the Company’s employees, facilities and records. The Committee has the power to retain and terminate outside counsel, compensation consultants or other experts and will receive adequate funding from the Company to engage such advisors.
9. ASSESSMENT AND REVIEW
The performance of the Committee shall be measured against this Charter and other relevant criteria as approved by the Board. The Charter shall be reviewed annually and revised as required. Any changes to the Charter will require approval of the Board; the Board will review the effectiveness of this Charter as appropriate.
