Governance Committee charter

Constitution
The Governance Committee has been established by resolution of the Board.

Membership
The Committee will normally comprise three independent Directors.

Chairman
The Chairman of the Board will nominate the Chair of the Committee.

Quorum
A quorum shall consist of two members.

Duties
The Governance Committee makes recommendations to the Board, and is responsible for:

• Board appointments and performance
• Directors’ Induction Program
• Committee membership
• executive management succession planning, appointments and terminations
• remuneration policies for Non-Executive Directors
• Remuneration Policies for the Chief Executive Officer and executive management
• Bonus and Share Surplus Policies
• Human Resources Policies.

The Governance Committee is responsible for assisting the Board in fulfilling its responsibilities in respect to establishing appropriate remuneration levels and policies including incentive policies for Directors and senior management.

In doing so the Committee will obtain the best possible advice in establishing salary levels, set policies for senior executives, and review CEO’s recommendations relating to merit increases for direct reports.

Additionally the Committee will propose for full Board approval a report containing the terms and conditions of employment for the CEO and an annual review of the CEO’s performance including goal-setting for the coming year.

Meeting frequency
The Committee will meet at least twice a year to enable it to undertake its role effectively.

Reporting
The minutes of the Committee meetings will be tabled at the Board meeting following the Committee meeting together with any recommendations.