Remuneration and Nomination Committee Charter
The Remuneration and Nomination Committee (Committee) is a committee established by the board of directors (Board) of the Company. The objectives of the Committee are to:
- review and advise the Board on the composition of the Board and its committees;
- review the performance of the Board, the Chairperson, the executive and non-executive directors and other individual members of the Board;
- ensure proper succession plans are in place for consideration by the Board;
- assist the Board with the establishment of remuneration policies and practices for the Company’s Chief Executive Officer, senior managers and staff, as well as to ensure director compensation is fair and current;
- evaluate the competencies required of prospective directors (both non-executive and executive) identify those prospective directors and establish their degree of independence; and
- make recommendations to the Board and shareholders accordingly.
The Committee has authority to conduct or authorise investigations into any matters within its scope of responsibility, to undertake the specific duties and responsibilities listed below and such other specific duties as the Board from time to time prescribes, subject to the limitations of Section 112 of the Israeli Companies Law, 1999 (Companies Law). It is authorised to:
- retain outside counsel, accountants or other experts, at the expense of the Company, to advise the Committee or assist in the conduct of any matter;
- seek any information it requires from employees (all of whom are directed to cooperate with the Committee’s requests) or external parties; and
- meet with Company officers, employees, external auditor, internal auditor (if any) or outside counsel, as necessary and without management present.
The Committee will make recommendations to the Board on all matters requiring a decision from the Board. The Committee does not have the power or authority to make a decision in the Board’s name or on its behalf.
The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee. The Committee shall have sole authority to approve the payment of reasonable compensation to a compensation consultant, legal counsel or other adviser retained by the Committee, and other retention terms.
The Committee may form and delegate authority to subcommittees when appropriate and subject to the Companies Law.
Members of the Committee shall comprise members of the Board appointed by the Board.
The number of members of the Committee shall be a minimum of three directors, all of the external directors as defined under the Companies Law shall be members and other members shall be appointed in compliance with Section 244 of the Companies Law. The Board will annually appoint the members of the Committee and nominate the Chair of the Committee, as soon as practical after the Company’s annual meeting of shareholders. The Committee Chair will be an independent director who is not Chair of the Board.
Meetings shall be held as required but not less than twice per year having regard to the occurrence of Board vacancies and when director and executive remuneration is due for review. Any member of the Committee may request a meeting at any time if they consider it necessary and the Committee may establish its own schedule, which it will provide to the Board in advance. At least once a year the Committee will consider equity compensation plans, performance goals and incentive awards, and the overall coverage and composition of the compensation package to the Company’s executive officers.
A quorum of the Committee will comprise of a majority of the Committee members. However, all members of the Committee are expected to attend and participate in Committee meetings.
A member of the Committee must not be present for discussions at a Committee meeting on, or vote on a matter regarding, his or her remuneration, election, re-election, or removal.
If the Committee Chair is absent from a meeting and no acting chair has been appointed, the Committee members present may choose one of them to act as chair for that meeting. A separate chair will be appointed if and when the Committee is dealing with the appointment of a successor to the Committee Chair.
Non-Committee members may be invited by the Committee Chair to attend meetings of the Committee.
Reasonable notice of meetings and the business to be conducted shall be given to the members of the Committee and any other person invited by the Committee to attend.
Meetings of the Committee may be held or participated in by conference call or similar means, and decisions may be made by circular or written resolution.
Each member of the Committee will have one vote. The action of a majority of those present at a meeting, at which a quorum is present, shall be the act of the Committee.
The Committee Chair will not have a casting vote. If there is a tied vote, the motion will lapse.
Following each meeting, the Committee Chair will report to the Board on any matter that should be brought to the Board’s attention and on any recommendation of the Committee that requires Board approval or action, and provide the Board with sufficient information upon which to make a decision in that regard.
Minutes of meetings of the Committee will be prepared for approval by the Committee and be circulated to the members of the Board.
The Company Secretary will provide such assistance as may be required by the Chairperson in relation to preparation of the agenda, minutes or papers for the Committee.
The responsibilities of the Committee are to:
- set and review separately, the policies and practices of the Company regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior management. The Committee may take into account the performance review of senior managers when setting and/or reviewing their remuneration;
- review all components of the remuneration framework of the Chief Executive Officer and such other senior managers as the Board may from time to time determine. The components may include base salary, reimbursable expenses, bonuses, entitlements under employee incentive plans, any equity based remuneration, and all other entitlements and benefits arising from their employment. In reviewing and recommending such matters, the Committee shall consider such matters as it deems appropriate, including the Company’s financial and operating performance, the alignment of the interests of the executive officers and the Company’s shareholders, the performance of the Company’s ordinary shares and the Company’s ability to attract and retain qualified individuals. The Chief Executive Officer may not be present during voting or deliberations about his or her compensation.;
- annually review the remuneration policy and all components of the remuneration of the non-executive directors. Such components shall include base fees, supplemental fees for undertaking additional duties, reimbursable expenses, entitlements on retirement from or termination of Board membership, any equity incentives, the process by which any pool of directors’ fees which has been approved by shareholders is allocated to directors, and all other benefits and entitlements arising from their directorships;
- review the terms of employment contracts for the personnel referred to above;
- review the terms of any Company short or long-term incentive plans including any share and option schemes for employees and/or directors. The Committee shall act as Administrator (as defined therein) of the Company’s equity compensation plans (to the extent allowed by applicable law and the relevant plan) and any subsequent employee benefit plans adopted and approved by the Company’s Board and shareholders, if appropriate. In its administration of the plans, the Committee may, pursuant to authority delegated by the Board (i) recommend to the Board the granting of share options, restricted shares or restricted share units or share purchase rights to individuals eligible for such grants, and (ii) amend such share options, restricted shares or restricted share units or share purchase rights. The Committee shall also make recommendations to the Board with respect to amendments to the plans, including changes in the number of shares reserved for issuance thereunder;
- review the terms of the Company’s superannuation and/or pension schemes;
- review any gender or other bias in remuneration for directors, senior managers or other employees of the Company;
- review succession plans for the Board, Chief Executive Officer and other senior managers;
- review such other matters relating to remuneration issues as may be referred to it by the Board;
- develop and review a formal transparent process for selection, appointment and re-appointment of directors, subject to Shareholders’ approval as per the Companies Law;
- identify and nominate, for the approval of the Board and the Shareholders, candidates to fill Board vacancies as and when they arise, having regard to the desired composition of the Board as stated in the Board Charter;
- evaluate the competencies required of prospective directors (both non-executive and executive) identify those prospective directors and establish their degree of independence;
- regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board in accordance with applicable law and to make recommendations to the Board regarding any changes to ensure a diverse range of candidates are selected and any gaps in the skill or experience of the board are identified;
- inform the Board of the names of directors who are retiring in accordance with the provisions of the Company’s articles of association and make recommendations to the Board as to whether the Board should support the re-nomination of that retiring director. In order to make these recommendations, the Committee will review the retiring director’s performance during the period in which the director has been a member of the Board;
- undertake appropriate checks before appointing a person or putting forward to shareholders a new candidate for election, as a director;
- provide shareholders with all material information in the Committee’s possession relevant to a decision on whether or not to elect or re-elect a director of the Company (including biographical details, qualifications, the candidate’s independence and a statement from the Board as to whether it supports the candidate’s existing directorships (if any));
- establish with each candidate for a non-executive directorship their commitments outside the Company and the time involved with each, and obtain from each a written statement confirming they are able to dedicate sufficient time to the position;
- propose measurable objectives to assist the Company to achieve gender diversity for adoption by the Board, annually review the Company’s progress in meeting each objective and report to the Board on the effectiveness of the objectives and the Company’s progress;
- establish and facilitate an induction program for new directors with all such information and advice which may be considered necessary or desirable for the director to commence their appointment to the Board;
- require non-executive directors to inform both the Chair of the Company and the Chair of the Committee before accepting any new directorships;
- identify any specific responsibilities of individual Board members, including the Company’s Chair;
- critically review the skills, performance, and effectiveness of the Board, its committees, and its individual members;
- create and maintain a skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership; and
- such other matters relating to Board nomination or succession issues as may be referred to it by the Board.
The Committee may make recommendations to the Board in relation to any of the above.
Review of the Committee
The Committee will prepare and provide to the Board annually:
- a self-evaluation of its performance against this Charter;
- recommended goals and objectives for the coming year; and
- recommended changes or improvements to this Charter if necessary.
The Committee, in order to ensure that it is fulfilling its duties to the Company and its shareholders will periodically:
- obtain feedback from the Board on the Committee’s performance and implement any agreed actions; and
- provide any information the Board may request to facilitate its review of the Committee’s performance.
The Board shall review the performance of the Committee, at least once per year.
After each meeting, the Chairperson will report the Committee’s recommendations and findings to the Board.
The Chairperson will present an annual report to the Board summarising the Committee’s activities during the year and any related significant results and findings.
Revisions of this Charter
The Committee is responsible for reviewing the effectiveness of this Charter and the operations of the Committee. The Committee may recommend to the Board any changes or improvements to this Charter. Any amendments to this Charter must be approved by the Board.
Members of the Committee may receive compensation for their service as Committee members, subject to the Companies Law and the Corporations Act.