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Nomination, Governance & Remuneration Committee Charter

The Nomination, Governance & Remuneration Committee informs the Board of the names of Directors who are retiring in accordance with the provisions of the Constitution of the Company and makes recommendations to the Board as to whether the Board should support re-nomination of that retiring Director.  In order to make such recommendations, the Committee will review the retiring Director’s performance as a Board member.  The Committee also assists the Board in achieving fairness and transparency in relation to remuneration issues and overseeing the remuneration and human resources policies and practices of the Group.  The Committee endeavours to ensure that the Group’s remuneration policies and outcomes strike an appropriate balance between the interests of the Company’s shareholders and rewarding and motivating the Group’s management in order to secure the long-term benefits of their energy and loyalty.

The responsibilities of the Committee pursuant to the Charter include:

  • Review and advise the Board on the composition of the Board and its committees;
  • Review the performance of the Board, the Chairman, the Deputy Chairman, the Chief Executive Officer and other individual members of the Board;
  • Ensure that proper succession plans are in place for consideration by the Board;
  • Advise the Board on good governance standards and appropriate corporate governance policies for the Company;
  • Critically review the Company’s performance against its corporate governance policies;
  • Reviewing the membership and performance of the various committees established by the Board and making recommendations to the Board in that regards;
  • Making recommendations to the Board regarding the general remuneration strategy for the Company to motivate Directors and Managers while establishing a fair and transparent relationship between individual performance and remuneration;
  • Reviewing the terms of the Chairman, the Directors and other senior management of the Group, including the criteria for assessing performance;
  • Reviewing and establishing the level of remuneration for Non-Executive Directors;
  • Monitoring the outcomes of remuneration reviews for the Chairman and other Executive Directors; and
  • Considering employee equity plans and allocation under those plans.

The Nomination, Governance & Remuneration Committee Charter is outlined in more detail, click here to view document