Gary Levin: Ongoing member of Committee; • Wai Tang: Ongoing member of Committee since 14 September 2015; and • James King: Member of the Committee until 29 October 2015. Details of the background and experience of each of these non-executive directors are outlined in the Directors’ Report. The Audit and Risk Management Committee meets regularly. Details of the meetings held and members’ attendance during the 2016 financial year are listed in the Directors’ Report. Directors who are not members of the Audit and Risk Management Committee may attend any Audit and Risk Management Committee meeting. For personal use only
8 Remuneration Committee The Board has established a Remuneration Committee. The Remuneration Committee is charged primarily with reviewing and making recommendations to the Board regarding the remuneration of executive officers and non-executive directors, and the policies for remuneration and compensation programs of the Company generally. A copy of the Remuneration Committee Charter can be found on the Company’s website at via the “Investors” and “Governance” sections. During the 2016 financial year, the Remuneration Committee comprised the following directors, each of whom are considered by the Company to be independent: • Greg Richards: Ongoing member and Chair of Committee; • Gary Levin: Ongoing member of Committee; • Beth Laughton: Ongoing member of Committee since 29 October 2015; and • James King: Member of the Committee until 29 October 2015. The Remuneration Committee meets as required. Details of the meetings held and members’ attendance during the 2016 financial year are listed in the Directors’ Report. Directors who are not members of the Remuneration Committee may attend a Remuneration Committee meeting at the invitation of the Chairman when considered appropriate. Nominations Committee The Board has decided not to establish a Nominations Committee. Rather the Board itself is responsible for: • Board succession planning and ensuring that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively (including the process for recruiting new directors); • induction programs for new directors; • establishing formal and transparent procedures for the selection and appointment of new directors to the Board; • selecting, appointing and regularly evaluating the performance of, and planning for the succession of, the Chief Executive Officer; and • developing and instituting internal procedures for evaluating Board performance and the performance of individual directors and Board Committees. A copy of the Board Charter and the Board Composition & Succession Policy can be found on the Company’s website at via the “Investors” and “Governance” sections.
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