Bravura : Remuneration and Nomination Committee CharterOpens in new window

Remuneration & Nomination Committee Charter

Date: 28 March 2022

Document Status: Published Classification: External

Remuneration & Nomination Committee Charter (the Charter)

Bravura Solutions Limited and its subsidiaries (the Company)

1. Introduction

1.1 Purpose of Charter

This is the Charter of the Remuneration & Nomination Committee established by the board of directors of the Company (the Directors). The Charter governs the operations of the Remuneration & Nomination Committee (the Committee) which is established by the board of Directors (the Board). The Charter sets out the Committee's role and responsibilities, composition, structure and membership requirements. The key purpose of the Committee is to ensure the Board is effective and high performing, by reviewing and making recommendations to the Board in relation to remuneration and nomination.

1.2 Role of Committee

The Committee will assist the Board by reviewing and making recommendations to the Board in relation to:

• a) the Company's remuneration policy, including as it applies to Directors and the process by which any pool of Directors' fees approved by shareholders is allocated to Directors;

• b) induction of people as Directors and continuing professional development programs for Directors;

• c) remuneration packages of senior executives, non executive Directors and executive Directors, equity based incentive plans and other employee benefit programs;

• d) the Company's superannuation arrangements;

• e) succession issues and planning for the Board, Chief Executive Officer (CEO), senior executives and executive Directors;

• f) the appointment and re-election of people as members of the Board and its committees;

• g) the Company's recruitment, retention and termination policies;

• h) the process for the evaluation of the performance of the Board, its Board Committees and individual Directors;

• i) the review of the performance of senior executives and members of the Board, which should take place at least once every reporting period;

• j) those aspects of the Company's remuneration policies and packages, including equity based incentives, which should be subject to shareholder approval;

• k) the process for recruiting a new Director, including evaluating the balance of skills, knowledge, experience, independence and diversity on the Board and, in the light of this evaluation, preparing a description of the role and capabilities required for a particular appointment;

• l) assessing the Board's 'skills matrix' and identifying any gaps in the collective skills of the Board that should be addressed as part of the Company's professional development initiatives for Directors; and

• m) the size and composition of the Board and strategies to address Board diversity and the Company's performance in respect of the Company's Diversity Policy, including whether there is any gender or other inappropriate bias in remuneration for Directors, senior executives or other employees.

2.Membership

2.1 Composition of Committee

The Committee will:

a) comprise only of members of the Board of Directors (Directors) and members will be appointed and removed by the

Board;

• b) be of sufficient size, independence and technical expertise to discharge its mandate effectively;

• c) consist of:

  • i) at least three members;

  • ii) only non executive directors; 1

  • iii) a majority of independent2 Directors (Independent Directors);

  • iv) an independent chair, who will be nominated by the Board from time to time, but who will either be the Chair of the Board or an Independent Director;

  • v) if the Committee Chair is also the chair to the Board, then a separate Committee Chair will be appointed to chair any discussions by the Committee involving succession planning for the role of chair to the Board;

• d) include at least one member who has expertise in remuneration; and

• e) comprise members who will be appointed for a fixed period of no more than 3 years, with Committee members generally being eligible for re appointment for so long as they remain Independent Directors.

2.2 Ceasing to be a member of the Committee

A person will cease to be a member of the Committee if:

• a) the person gives reasonable notice in writing to the Committee Chair of the person's resignation as a member of the Committee;

• b) the Committee Chair gives the person notice in writing that the person is to cease to be a member of the Committee; or

• c) the person ceases to be a Director, in which case the person automatically ceases to be a member of the Committee.

2.3 Secretary

• a) The Committee will have a secretary, which is to be the Company Secretary or such other person as nominated by the Board (the Committee Secretary).

• b) The Committee Secretary will attend all Committee meetings.

• c) The Committee Secretary, in conjunction with the Chair of the Committee, must prepare an agenda to be circulated to each Committee member at least 2 full working days prior to each meeting of the Committee.

• d) The Committee Secretary will distribute a meeting timetable for each forthcoming calendar year.

1 Note an entity which is included in the S&P/ASX300 index at the beginning of a financial year must have a remuneration committee comprised solely of non-executive directors for the entirety of that financial year (LR 12.8).

2 Independent, as defined by the ASX Corporate Governance Council. See schedule to this Charter.

3.Meetings & authority of Committee

• 3.1 Meetings

  a) The Committee will meet as often as necessary, but must meet at least twice a year.The Chair of the Committee must call a meeting of the Committee if so requested by any Committee member, the Managing Director or the Company Secretary.

  • b) The Committee may invite other persons, including internal specialists or external advisers, to attend meetings if considered appropriate by the Chair of the Committee.

  • c) The quorum necessary for a meeting of the Committee will be 2 members, of whom at least one must be an Independent Director.

• 3.2 Authority

The Board authorises the Committee, within the scope of its responsibilities, to:

• a) investigate any matter within the ambit of the role of the Committee as described in paragraph 1.2, which is brought to its attention with full access to all books, records and facilities;

• b) seek any information it requires from an employee (and all employees are directed to co operate with any request made by the Committee) or external parties;

• c) obtain outside professional advice as it determines necessary to carry out its duties; and

• d) ensure the attendance of Company officers at meetings as it thinks appropriate.

4.Duties and responsibilities

4.1 Understanding the Company's Business

The Committee will ensure it understands the Company's structure, business and controls to ensure that it can adequately assess the significant risks faced by the Company.

4.2 Reporting

• a) The Chair of the Committee must report the findings and recommendations of the Committee to the next Board meeting following each meeting of the Committee.

• b) The minutes of all Committee meetings will be circulated to members of the Board by the Committee Secretary.

• c) The Chair of the Committee must submit an annual report to the Board summarising the Committee's activities during the reporting period, including the number of times that the Committee met throughout that period and the individual attendances of Committee members at those meetings, and the Committee's significant results and findings.

• d) The Committee must approve:

  i) the details to be published in the Company's Annual Report or any other statutory report or document with respect to the activities and responsibilities of the Committee; and

ii)any statement on the Company's remuneration policy and executive compensation disclosures that may be required by law or other regulatory requirements (including any such statement to be included in the Company's Annual Report).

4.3 Specific responsibilities

In addition to any other matters which may be delegated to the Committee by the Board (including special investigations), the Committee is responsible for:

Remuneration of senior executives and executive Directors

• a) regularly reviewing and making recommendations to the Board with respect to an appropriate remuneration policy including retirement benefits and termination payments (if any) for senior executives and executive Directors, ensuring that such a policy:

  i)enables the Company to attract and retain valued employees;

  ii) motivates senior executives and executive Directors to pursue the long term growth and success of the Company without rewarding conduct contrary to the Company's values or risk appetite;

  • iii) demonstrates a clear relationship between performance and remuneration and remuneration being a key driver of culture and key focus for investors; and

  • iv) has regard to prevailing market conditions to ensure that directors are remunerated reasonably and not excessively.

• b) regularly reviewing and making recommendations to the Board regarding the remuneration packages of senior executives and executive Directors, including (as appropriate) fixed, performance based and equity based remuneration, reflecting short and long term performance objectives appropriate to the Company's circumstances and goals;

c)making recommendations to the Board with respect to the quantum of short term incentives (if any) to be paid to senior executives;

Remuneration of non executive Directors

• d) making recommendations as to the structure of remuneration for non executive Directors;

• e) ensuring that fees paid to non executive Directors are within the aggregate amount approved by shareholders and making recommendations to the Board with respect to the need for increases to this aggregate amount at the Company's annual general meeting;

• f) has regard to the need to ensure that the incentives for non-executive directors do not conflict with their obligation to bring an independent judgement to matters before the Board;

Employee benefits and other policies

• g) making recommendations to the Board with respect to the implementation and operation of equity-based incentive plans and other employee benefit programs;

• h) regularly reviewing the Company's recruitment, retention and termination policies;

Superannuation

i) regularly reviewing and providing advice to the Board in relation to the Company's superannuation arrangements;

Senior executives and executive Directors succession

j)reviewing succession plans of senior executives and executive Directors on a regular basis to maintain an appropriate balance of skills, experience and expertise in the management of the Company and providing advice to the Board accordingly;

Board succession

k) reviewing Board succession plans on a regular basis to maintain an appropriate balance of skills, knowledge, experience, independence, diversity and expertise on the Board and providing advice to the Board accordingly;

New Directors l) developing policy, procedures and processes for the selection and appointment of Directors;

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