Speirs Group Limited

Terms of Reference Board Remuneration Committee

Introduction and Purpose

The Remuneration Committee Terms of Reference covers Speirs Group Limited and all entities that are subsidiaries or associates of Speirs Group Limited, or in which Speirs Group Limited owns a significant interest.

Constitution

The Remuneration Committee (“Committee”) is a committee of the Board of Directors (“Board”) of the Company.

Objectives –

The Committee will assist the Board in establishing remuneration policies and practices for the Directors themselves, the CEO and the Board Secretary.

Membership –

The members of the Committee are appointed by the Board. The Committee will be chaired by one of those members and will be appointed by the Board
The minimum number of Committee members is two. A quorum will be any two members of the Committee.

Responsibilities –

  • Set and regularly review the remuneration policies and practices of the Company;
  • Annually review the remuneration of directors and recommend the allocation of directors’ fees to the Board for final decision. The allocation must not aggregate more than the amount approved by Shareholders in annual general meeting.
  • Set and regularly review the remuneration of the CEO (if any) and the Board Secretary. Those reviews shall include base salary, reimbursable expenses, bonuses, entitlements under any employee incentive plans, company share schemes and company option schemes, and all other entitlements and benefits arising from their employment.
  • Set and regularly review the terms of employment contracts for the personnel referred to above.
  • Set and review the terms of the company’s employment schemes (if any) such as short and long term incentive plans, share/options schemes and superannuation/pension schemes.

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