Remuneration and Human Resources Committee Charter

CSR is committed to a market competitive remuneration framework and developing human resources policies and procedures that develop and reward our people for good performance.

Objectives of the Committee:

The Committee's role is to monitor the following objectives:

  • the company attracts, develops and retains high quality employees and senior executives who are able to achieve above average performance;
  • there is a clear relationship between performance of key executives and their remuneration;
  • remuneration is fair and equitable and managed within an appropriate framework;
  • the company complies with external reporting requirements;
  • management receives appropriate and timely approval and direction from the Committee in relation to all employment related matters;
  • no executive is directly involved in deciding his/her remuneration;
  • the company develops and maintain best practices human resources policies and procedures; and
  • proper regard is paid to the interests of shareholders.

Role and activities of the Committee:

The Remuneration and Human Resources Committee monitors the following activities within the Company, and then recommends and reports to the Board on:

  • Management remuneration including:
    • the remuneration of the Managing Director including, but not limited to, fixed remuneration, short term incentives, and long term incentives;
    • the remuneration of senior executives including, but not limited to Management's recommendation in relation to fixed remuneration, short term incentives and long term incentives;
    • alignment of remuneration incentive policies and guidelines for executive managers and senior employees with long term growth in shareholder value and business strategy;
    • superannuation arrangements;
    • employee share plans;
    • recruitment, retention and termination policies and procedures for senior management; and
    • to perform any other remuneration or human resources related tasks referred to the Committee by the CSR Board.
  • Board remuneration including:
    • the terms and conditions of appointment to and retirement from the Board;
    • the remuneration of non-executive directors, within the aggregate amount approved by shareholders;
    • overseeing induction for non-executive directors; and
    • evaluation of the Board's performance. 
  • Human Resources, Talent Management and Diversity including:
    • the adequacy of talent pools for senior management succession;
    • the effectiveness of CSR's diversity policies and initiatives;
    • management development frameworks and individual development progress for key talent;
    • monitoring surveys conducted by the company in relation to the culture of the organisation;
    • assessing performance against measurable objectives for achieving diversity on an anual basis, including the relative proportion of women at all levels; and
    • CSR's compliance with external reporting requirements. 

Membership:

The membership of the Committee shall be determined by the Board and shall consist of:

  • at least three non-executive directors; and
  • any non-executive director can be Chairman of the Committee.

The Board will from time to time review the composition and membership of the Committee to ensure that there is a diversity of views, as well as substantial experience within the Committee, whilst some continuity of membership is maintained.

A quorum of the Committee is two members.

The Managing Director, as well as other management, may attend by invitation.

A member of management will be appointed to act as Secretary of the Committee.

All Directors are invited to attend meetings of the Committee and can access Committee papers.

Meetings and Resources:

  • the Chairman will convene meetings of the Committee as necessary;
  • the Committee will determine its own procedures;
  • the Committee may request the General Manager, Human Resources or another CSR employee, to provide any information or carry out any task that may be necessary to enable the Committee to properly carry out its functions and meet its objectives; and
  • the Committee may seek advice from external consultants to enable the Committee to properly carry out its functions and meet its objectives, and is authorised to engage consultats, and approve expenditure, as the Committee sees fit.

Reviewed & updated: 22 March 2017