Remuneration and Nomination Committee

The Charter governs the procedures of the Remuneration and Nomination Committee and outlines the procedures and guidelines in relation to the remuneration of directors and senior executives.

Role

The Board has established a Remuneration and Nomination Committee to:

• Review and make recommendations to the Board in respect of remuneration policies for executive directors, non-executive directors and senior executives
• Make assessments and recommendations about the performance and suitability of individual directors and the Board as a whole.

Responsibility

The Committee is responsible for making recommendations to the Board regarding the following areas:

• Identify candidates for potential appointment to the Board
• Facilitate the induction of new directors
• Executive remuneration policy
• Specific remuneration of executive directors and senior management, including incentive plans
• All equity based incentive plans
• Non-executive director remuneration policy and specific remuneration of non-executive directors
• Process for reviewing the performance of directors as individuals and as a Board, and, if applicable, for their contribution on committees, plus senior executives

Membership

The Committee will comprise at least two members consisting of no more than one executive director. The Board will appoint one independent non-executive director as the Chairman of the Committee.

Rights

The Committee is entitled to direct any special investigation that it considers appropriate and to consult any independent expert that the Committee considers appropriate to carry out its duties. The Company bears the costs of any such investigation or consultations.

The Committee is entitled to call on and use any employee of the Company to the extent that the Committee considers appropriate to carry out the Committee's role and responsibilities.

Policy for the Appointment of Directors

Having regard to the skills required and the skills represented, the Remuneration and Nomination Committee will implement a process for the identification of suitable candidates for appointment to the Board of Directors.

The Committee will make recommendations to the Board on candidates it considers appropriate for appointment.

The Board will, taking into consideration the Committee's recommendations, make the final determination on the criteria to be adopted for selection of candidates, and on whether it will support the appointment of such candidates to the Board.

Once appointed, the Company will provide a letter of appointment and an induction procedure will occur so as to familiarise the Director with the policies, operations and financial position of the consolidated entity.

Remuneration of Directors and Executive Officers

It is the Company's objective to attract and retain high quality directors and executive officers. One aspect of achieving this is by remunerating directors and executive officers in a manner consistent with employment market conditions. To assist in achieving this objective, the Committee may link the nature and amount of executive directors' and officers' emoluments to the dompany's financial and operational performance.

A component of executive directors' and Officers' emoluments can include payment of bonuses linked to operational and financial performance of the company, its businesses and the individual during the period.

The Committee may also link the nature and amount of directors' and executive officers' remuneration to the company's financial and operational performance through the use of share options. Share options are issued to directors only after shareholder approval. The company's policy is that the issue of share options to executive officers and employees is only made in accordance with the thresholds approved by shareholders.

All share options issued include vesting periods and can only be exercised if the director or executive officer is still in the employment of the consolidated entity at the time of exercise, or if the options are exercised within three months of ceasing such employment. Additionally, some share options contain specific qualitative performance requirements that are required to be met before exercise can take place.

Where appropriate the Committee obtains independent advice on remuneration packages.

Process for Performance Evaluation of the Board, its Committees, individual Directors and Key Executives

The Remuneration and Nomination Committee recommends the appropriate method of performance evaluation for key executives (in conjunction with human resources), individual directors, board committees and the Board as a whole. The Remuneration and Nomination Committee also recommends the criteria to be used in conducting the assessments. These criteria will be different for executives, directors, committees and the Board. These criteria may include the following: role, membership, procedure and practice, structure, collaboration and style, and personal.

The Committee will either conduct the evaluation process or delegate this task to another suitably qualified party. In any event, the Committee will communicate the results of the evaluations to the Board.

The annual review takes place for the Board, the committees, the individual directors and key executives within 6 months after year-end.