The objective and purpose of the Committee is to assist the board in establishing appropriate policies and practices which:

• enable the Company to attract, retain and motivate senior executives and directors who will create value for shareholders

• fairly and responsibly reward senior executives having regard to the performance of the Company, the performance of the senior executives and the general remuneration environment

• comply with the provisions of the NZX Listing Rules, and any other relevant legal requirements, while monitoring ‘best practice’ in employment conditions and employee remuneration

• motivate senior management to pursue long-term growth and success of the Company and demonstrate a clear relationship between executive performance and remuneration

• identify and recommend individuals to the board for nomination as members of the board and its Committees.

Specifically, the Committee has the authority, duty and responsibility to:

• provide quality assurance in respect of remuneration policies and practices, with emphasis on remuneration of senior executives

• ensure that the Company has a formal and transparent method to recommend director remuneration packages to shareholders

• monitor the Company’s remuneration policy, including policies relating to:
  
  

  -	parameters used in determining senior management salary scales
  -	executive remuneration including remuneration packages for senior management
  -	the structure of remuneration of executive directors, non-executive directors, the chairperson and, where applicable, board Committee members
  -	the design of executive incentive and equity based plans, and
  -	senior employee recruitment, retention and termination

• obtain independent professional advice and research and generally to engage such advisers and involve such consultants as it considers necessary for its functions

• make recommendations to the board regarding directors’ remuneration

• Manage board nominations :
  
  

  -	to assess the necessary and desirable competencies of prospective board members
  -	to make recommendations to the board from time to time as to changes to the board that the Committee believes to be desirable
  -	the structure of remuneration of executive directors, non-executive directors, the chairperson and, where applicable, board Committee members
  -	to recommend to the board the nominees to stand for election as directors at the annual shareholders’ meeting
  -	so that in the event of a vacancy in the office of a director, the Committee makes recommendations to the board to fill such vacancy
  -	to review board nominations from shareholders and to provide recommendations to the board in respect of such nominations
  -	to action any other duties or responsibilities expressly delegated to the Committee by the board.

The Committee shall consist of all non-executive Company board members. The board may appoint a member of the Committee, or withdraw an appointment, at any time.

The members of the Committee shall elect one of their members who is an independent director to be the chair of the Committee. In that person’s absence, any member may chair a meeting of the Committee.

The Committee may invite such other persons to attend their meetings as they consider appropriate. The Committee may, if it considers it appropriate, appoint a secretary.

The Committee will meet as frequently as required.

Subject to direction by the board, the Committee shall follow such procedure as it shall determine.

A quorum for a meeting of the Committee is two members.

The timing of each meeting of the Committee will be notified to all members as far in advance as possible. Supporting papers shall also be sent to members as far in advance as possible.

Proceedings of the Committee will be governed by the provisions of the Constitution, in so far as they are applicable.

The Committee shall have unrestricted access to senior executive management, all employees, Company records and may use financial, legal or other expert advisors as appropriate.

The chair of the Committee must report to the board on the Committee’s proceedings following each meeting on all matters relevant to the Committee’s duties and responsibilities.

The chairman of the board, in conjunction with the chairman of the Committee, shall review, at least annually the Committee’s performance, and report the findings to the board.