- “Board” means the Board of Directors of the Company
- “Company” means AWF Madison Group Limited
- “Committee” means the Remuneration Committee
The Committee is a committee of the Board. Its principal function is to establish sound remuneration policies and practices that attract and retain Directors and senior executives.
The Committee ensures that executives and Directors are rewarded having regard to the Company’s long term performance. The policies adopted shall align shareholder interests and employee and Director interests by demonstrating a clear relationship between shareholder value and executive and Director performance.
The Committee shall comprise all Board Members. The Board shall appoint a Chairperson of the Committee. The Chairperson will be a director who is not the Chairperson of the Board.
The appointment and removal of Committee members shall be the responsibility of the Board.
A quorum of the Committee is two members. The Chairperson shall not have the casting vote in the case of a tie; and the members must resolve differences or disputes between themselves at the relevant meeting, failing which the matter will be referred to the full Board for a final decision on the subject matter of the tie. The Committee will meet at least annually and as it deems necessary to properly fulfil its obligations and discharge its duties. Directors who are not members of the Committee have a standing invitation to attend any meeting of the Committee. Members of management may be invited to attend any meeting of the Committee as considered necessary. The Committee may ask any party to withdraw from any part of any meeting where his or her performance is being discussed or for any other reason.
Notice of Committee meetings and the business to be conducted at such meetings shall be given to the members of the Committee and all other members of the Board. The notice and form of meeting requirements of the Committee shall be the same as for meetings of the full Board of Directors. The Chairperson shall review the agenda for each meeting prior to its issue. Any Committee member may require business to be included in the agenda.
The minutes of all meetings will be circulated to the Board. The Chairperson of the Committee will report to the full Board the recommendations of the Committee at the Board meeting immediately following the Committee meeting.
Responsibilities and duties
The Committee does not take actions or make decision on behalf of the Board unless specifically mandated. The Board has delegated certain of its functions to the Committee. It is responsible for:
- Reviewing and making recommendations to the Board regarding the Company’s remuneration strategy, structure and policy.
- Reviewing and making recommendations to the Board regarding the Company’s human resources strategy, recruitment, retention and diversity;
- Consider and encourage performance-based equity securities compensation plan for the remuneration of Directors, which would vest at least two years after the grant of plan entitlements to the Directors, and/or encourage Directors to invest a portion of their remuneration in purchasing equity securities
- Reviewing and making recommendations to the Board regarding the appointment of the Chief Executive, setting the terms of employment and where necessary, terminating the employment;
- Reviewing the performance of the Chief Executive from time to time and facilitating formal periodic reviews of the Chief Executive’s performance by the Chairman of the Board;
- Reviewing the Chief Executive’s performance evaluation of his direct reports and approving the appointment, termination, remuneration and any other variation of the conditions and terms of employment of the Chief Executive’s direct reports;
- Making recommendations to the Board with respect to short and long-term incentive plans and other employee benefits and proposing amendments including exercising authority with respect to the administration of any incentive plans;
- Overseeing management succession and risk management planning for agreed key roles within the Company.
Functions of the Chief Executive
For the avoidance of doubt, the following functions are the responsibility of the Chief Executive, not the Committee:
The operating framework for employee remuneration, with the exception of employees who are direct reports of the Chief Executive, of the Company (including all bonuses provided for in the annual budget and accrued throughout the year) for those reporting to the direct reports of the Chief Executive, will be approved by the Chief Executive.
With a view to ensuring that:
- Such staff are fairly and equitably remunerated relative to comparable positions within relevant markets.
- Such staff are adequately rewarded for performance.
- The Company is able to attract and retain people who are high performers and capable of achieving Company objectives,
- Performance management of all the Company’s employees;
- Recruiting, engaging, disciplining and terminating the employment of all employees below direct report to the Chief Executive.
Power and Authority
The Committee may exercise the following delegated authorities on behalf of the Board:
- Authorise any annual payment of short-term incentives in accordance with authorities established by the Board;
- Approve all employment agreements, remuneration policies, remuneration structures, remuneration changes and incentive payments of the Chief Executive’s direct reports;
- Approve any matter affecting the employment of the Chief Executive’s direct reports required as part of the standard approval policy.
- Approve (and if the Committee is unable to meet to do so, then the Chairman of the Board may approve) all changes to remuneration of direct reports of the Chief Executive (and this includes bonuses to those persons).
- Respond to any request for advice or approve any recommendation of the Chief Executive pertaining to human resources or remuneration matters applying to the general staff.
The Committee may delegate any of its responsibilities to the Chairperson of the Committee from time to time and on such conditions as the Committee considers appropriate.
The Committee is authorised by the Board to investigate any activity covered by its roles.
The Committee members may communicate with any Company employee to seek any information they require in order for the Committee to carry out its role.
The Committee and each member of the Committee shall have the authority of the Board to:
- Retain, terminate and consult with outside or other independent external advisers (including legal and remuneration consultants) at the Company’s expense;
- Secure the attendance at meetings of outside parties with relevant experience where the Committee or a Committee member deems it necessary to carry out the functions of the Committee.
Committee members are entitled to rely on Company executives on matters within their responsibility and on external professionals on matters within their area of expertise and may assume the accuracy of information provided by such persons, so long as the Committee member is not aware of any reasonable grounds upon which such reliance or assumption may be inappropriate.
Review and accountability
The Committee shall have the authority to obtain such independent external advice as it deems necessary.
The Committee’s objectives, responsibilities and the Charter shall also be reviewed by the Board and any other person the Board considers appropriate.