| 1. |
Composition |
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The full Board carries out the functions of a nomination committee in accordance with the Nomination Committee Charter. |
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| 2. |
Role |
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The role of the Nomination Committee is to determine the state of director nominees for election to the Board and to identify and recommend candidates to fill casual vacancies. |
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| 3. |
Operations |
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The committee is to meet at least annually and otherwise as required. Minutes of all meetings of the committee are to be kept and a report of actions taken to be given at each subsequent meeting of the full Board of directors. Committee meetings will be governed by the same rules as set out in the Company's constitution, as they apply to meetings of the Board. |
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| 4. |
Responsibilities |
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The responsibilities of the Nomination Committee are: |
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- to implement processes to assess the necessary and desirable competencies of Board members including experience, expertise, skills and performance of the Board and its committees;
- to provide new directors with an induction to the Company;
- to provide all directors with access to ongoing education relevant to their position in the Company;
- to advise the Board on new appointments and assist with selection of new Board members;
- to provide a succession plan for directors and the Managing Director;
- to evaluate and advise the Board on the performance of the Managing Director;
- to review time required for non-executive directors to perform their duties;
- to evaluate annually and report to the Board on the performance and effectiveness of the Board, to facilitate the directors fulfilling their responsibilities in a manner that serves the interests of shareholders;
- to present annually to the Board a list of individuals recommended for nomination for election to the Board at the annual meeting of shareholders;
- before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors;
- to assist in identifying, interviewing and recruiting candidates for the Board;
- to review annually the composition of each committee and present recommendations for committee memberships to the Board as needed;
- to periodically review the compensation paid to non-employee directors for annual retainers (including Board and committee chairs) and meeting fees, if any, and make recommendations to the Board for any adjustments. No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as such.
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