The Nomination and Remuneration Committee meets as required and at least four times throughout the year. For membership and attendance details of the Nomination and Remuneration Committee, refer to the Directors’ Report.
The composition of the Nomination and Remuneration Committee is based on the following principles:
- The Committee should consist of non-executive directors only
- The Committee should consist of a majority of independent directors
- The Committee should consist of a minimum of three members
- The Chairperson of the Committee should be an independent director
The Nomination and Remuneration Committee operates under a charter that details the Committee’s role and responsibilities, composition, structure and membership requirements. The charter is reviewed annually to ensure it remains consistent with the Board’s objectives and responsibilities. Refer to the Group’s website at www.gwagroup.com.au under Corporate Governance Policies for a copy of the charter.
The main responsibilities of the Committee include:
- Review of Board size and composition
- Assessment of the necessary and desirable competencies of Board members
- Review of Chairman, Board, Managing Director and other executive succession plans
- Evaluation of the performance and contributions of Board members
- Recommendations for the appointment and removal of directors
- Review of the remuneration framework for the non-executive directors
- Review of the Group’s executive remuneration and incentive policies and schemes
- Review of Managing Director and other executives’ remuneration packages
- Review of Managing Director and other executives’ performance objectives
- Evaluation of Managing Director performance against objectives
- Review of Managing Director and other executive development plans
- Review of the Group’s recruitment, retention and termination policies and procedures
- Review of the Group’s superannuation arrangements
- Review of the Group’s overall remuneration budget
- Review of the annual Remuneration Report for inclusion in the Directors’ Report
- Approval of engagement of external remuneration consultants
- Review of Diversity Policy and assessing progress against measurable objectives
- Reporting to the Board on the Committee’s role and responsibilities covering all the functions in its charter
In performing its responsibilities, the Nomination and Remuneration Committee receives appropriate advice from independent external advisers. During July 2018, the Nomination and Remuneration Committee obtained market benchmarking data from an independent remuneration consultant for the FY19 executive remuneration review. The Board also engaged an independent remuneration consultant during FY19 to review the executive remuneration structure comprising all elements of executive remuneration. The key changes from the review will be implemented during FY20 and are outlined in the FY19 Remuneration Report.
The Company Secretary prepares the draft minutes for each Nomination and Remuneration Committee meeting which are tabled at the next Nomination and Remuneration Committee meeting for review and approval. The draft minutes are also included in the Board papers for the next Board meeting following the Nomination and Remuneration Committee meeting.