The Board has established a Governance Nomination and Remuneration Committee (Committee).
This charter governs the operations of this Committee.
1.1 Membership
The Committee will consist of members of the Board and will comprise at least 3 non- executive directors, the majority of whom must be independent.
The Board will appoint one of the directors as the Chairman, who must be an independent director.
2. Role
The Committee will:
(a) assist the Board to meet its responsibilities in relation to the Company’s governance practices;
(b) review Board composition and succession planning and assist the Board in finding, evaluating and recommending candidates for the Board; and
(c) assist the Board in discharging its responsibilities relating to compensation of Mosaic Oil’s executive management and senior personnel.
3. Meetings
The Committee will meet at least 4 times a year. Additional meetings may occur as the Chairman may decide in order for the Committee to fulfil its duties.
3.1 Agenda
An agenda and any supporting documentation will be sent to all members of the Committee prior to each meeting. The Company Secretary will be responsible for keeping minutes of the meetings together with copies of all materials put before the Committee. The Chairman will report the decisions of the Committee to the subsequent Board Meeting. Where practicable, copies of the agreed minutes will be sent to all directors of the Company.
3.2 Quorum
The quorum for the meeting will be a majority of the members of the Committee.
3.3 Attendees
The Committee may extend an invitation to any person to attend a meeting of the Committee. The Committee may meet with external advisers, any executive or other employee, any other non- executive director and may do so with or without management present.
3.4 Authority
The Committee is authorised to:
(a) seek any information it requires in order to perform its duties, from any employee of the Company; and
(b) obtain, at the Company’s expense, external legal or other professional advice on any matter within its charter.
4. Duties
4.1 Nomination
The principal nomination responsibilities of the Committee include:
(a) reviewing annually the structure, size and composition of the Board;
(b) evaluating the desired competencies across Board members;
(c) identifying appropriate individuals as Board nominees and making recommendations to the Board about potential nominees;
(d) conducting appropriate enquiries into the backgrounds and qualifications of Board nominees. The Committee will determine each proposed nominee’s suitability for service on the Board;
(e) assisting in the appropriate processes for the evaluation of the performance of each director and the performance and effectiveness of the Board as a whole;
(f) reviewing director education, induction processes and company succession plans; and
(g) at the request of the Board, reviewing the composition of each committee and presenting recommendations for committee membership to the Board; and
(h) amending and updating as required, the Mosaic Oil Evaluation Statement.
4.2 Governance
The principal governance responsibilities of the Committee include:
(a) monitoring the systems and processes the Company has in place to achieve compliance wit all applicable laws, regulations and requirements of regulatory authorities, and in particular, developing and maintaining an appropriate “corporate culture” which imposes a positive duty on employees, agents and officers of the Company to comply with, and be aware of, their relevant legal obligations, including where applicable, conduct which may give rise to criminal responsibility;
(b) developing and fostering ethical standards consistent with the Company’s values having regard to the legitimate interests all relevant stakeholders who may have an interest in or be affected by the activities of the Company;
(c) monitoring the Company’s internal systems to ensure that the Company can meet all its continuous disclosure obligations;
(d) reviewing the responsibilities of the various board committees and their respective charters and recommending any changes to the Board, as the Committee sees fit;
(e) reviewing and recommending to the Board for adoption in the Annual Report, a statement outlining the main corporate governance practices which were in place during the relevant financial year having regard to the ASX Corporate Governance Council’s 2003 Principles of Good Corporate Governance and Best Practice Recommendations (as amended or updated); and
(f) continuously evaluating and recommending improvements to the Company’s corporate governance practices.
5. Remuneration
The principal remuneration responsibilities of the Committee include:
(a) review the competitiveness of Mosaic Oil’s executive compensation packages against industry standards to ensure that the Company is able to attract and retain the best and most suitably qualified executives;
(b) review compensation trends and oversee the development of new compensation plans as necessary or revise existing compensation packages;
(c) assist the Managing Director in the review of the performance and remuneration of executive management. The Committee will have regard to :
(i) the Company’s performance and relative shareholder return;
(ii) the compensation of executive officers at comparable companies;
(iii) the rewards given to executive management in the past; and
(iv) such other factors as the Committee considers relevant.
(d) review and recommend to the Board compensation packages for elected corporate officers. The Committee may also make recommendations to the Board as to incentive compensation plans and equity based plans;
(e) review and recommend to the Board as it sees fit, employment agreements, severance arrangements, retirement arrangements, long term incentive compensation plans, including the use of share options and other equity based plans and any special or supplemental benefits for officers of the Company;
(f) retain any compensation consultant if deems necessary to assist it to determine the appropriate levels of compensation for the directors and executive officers and other senior management. The Committee also has the authority to obtain advice form internal or external legal, accounting or other advisors.
(g) recommend changes to the Company’s remuneration policy to the Board as it sees fit.
6. Review
This Committee and this charter will be reviewed annually by the Board to ensure that it is functioning effectively by reference to current best practice.