Appendix D: Nominations and Remuneration Committee Charter

Appendix C	Table of contents	Appendix E

Terms of Reference

Remit

To act as a monitoring and review forum for succession planning (Board Committees and CEO) and remuneration (Board members and CEO).

Scope

The scope of the Nominations and Remuneration Committee remit will include, but not be limited to matters of:

1. Board Membership
   • Board and Board Committee membership, succession planning and performance including:
     • - assessing the skills and experience required on the Solco Board;
     • - assessing the extent to which the required skills and experience are represented on the Solco Board;
     • - establishing processes for the identification of suitable candidates for appointment to the Board.
   • Board Committee terms of reference review and recommendations including with respect to appointment of Board committees.
   • Evaluation of Board, Committee and Director performance.
   • Board member induction, education and development.
2. CEO
   • Periodic review of the job description and performance of the CEO according to agreed performance parameters.
   • Assess, at appropriate and regular intervals, a suitable remuneration and reward package for the CEO in relation to prevailing external practice, internal affordability, performance against goals, and other relevant matters.
   • Succession planning for the CEO position.
   • Involvement in complaints, grievance and disciplinary processes of senior executives.
3. Remuneration
   • Assessing appropriate remuneration policies, levels and packages for Board Members, the CEO, and (in consultation with the CEO) other senior executive officers.
   • Monitoring the implementation by the Group of such remuneration policies
   • Recommending the Company's remuneration policy so as to:
     • motivate directors and management to pursue the long-term growth and success of the Company within an appropriate control framework;
     • demonstrate a clear relationship between key executive performance and remuneration.
4. Generally
   • Reporting on these matters to the Board, with recommendations as appropriate.
   • The Committee has the authority to consult independent professional advisers it considers appropriate to provide independent advice on matters within the scope of its remit.
   • Remuneration packages may include share schemes, incentive performance packages, superannuation entitlements and fringe benefits and any other items considered appropriate by the Committee.

The Nominations and Remuneration Committee may be requested by the Board to perform other related tasks.

Governance

1. Establishment of the Committee
   1. The committee is established under the authority of the Board in accordance with the Company's Constitution.
   2. The composition, functions and procedures may be amended from time to time.
   3. Variation to these terms of reference may be made by the Board.
2. Membership of the Committee
   1. The members of the Committee shall be appointed, or re-appointed, by the Board in compliance with the Company's Constitution and shall consist of:
      • Board Chairman (Chairman)
      • Two other qualifying Board Members (or if only one qualifying Board member is available, then that one)
      • CEO by invitation
      • Others (if any) by invitation (ad hoc) only
   2. The principal members of the Committee are to be independent non executive Board members.
   3. The period of appointment of each member shall be until the first Board meeting after the AGM each year or such shorter period as the Board may prescribe.
   4. Vacancies, which occur within the term of office, shall be filled by the Board for the unexpired portion of the term.
3. Chairman The Board Chairman shall be the Committee Chairman. In the absence of the Board Chairman, the Committee will elect another to chair meetings of the Committee.
4. Meeting Procedures
   1. The Committee shall meet at least twice annually, or as required, on date and time agreed by the members, or as called by the Committee Chairman.
   2. As far as possible, Committee Agendas and supporting papers shall be despatched a reasonable period in advance of the meeting.
   3. A quorum shall comprise at least 50% of members of the Committee, but in any event not less than 2 members.
5. Voting
   1. Each member of the Committee including the Committee Chairman shall have one vote.
   2. In the case of equality of voting the Committee Chairman shall have a casting vote in addition to his deliberative vote.
6. Minutes
   1. Minutes of each meeting shall be recorded and distributed to each member of the Committee.
   2. The Minutes of each meeting shall be submitted to the following meeting of the Board for noting or for deliberation upon matters specifically referred by the Committee.
   3. The Minutes of each meeting shall be submitted to the next succeeding meeting of the Committee for their certification by the Committee Chairman as a correct record of proceedings.
7. Performance Review The Committee will review, and submit a report to the Board on, its operations and performance over each financial year within a reasonable period of the close of the financial year.
8. Reporting (Periodic)

   The Committee, through its Chairman, shall report to the Board at the next Board meeting after each Committee meeting. The report should include but not be limited to:

   • The minutes of the Committee and any formal resolutions:
   • Any matters at in the opinion of the Committee should be brought to the attention of the Board, and any recommendations requiring Board approval and/or action; and
9. Reporting (Annual)

   In addition, the Committee, through its Chairman, shall report annually to the Board summarising the Committee's activities during the year. The report (and where appropriate any interim report) must include:

   • a summary of the Committee's main authority, responsibilities and duties in the context of this Charter;
   • details of meetings, including the number of meetings held during the relevant period, and the number of meetings attended by each member;
   • details of any change to the independent status of each member during the relevant period, if applicable; and
   • a review of the formal written charter and an evaluation of the extent to which the Committee has met the requirements of the Charter.

Appendix C	Table of contents	Appendix E