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 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;
  • no executive is directly involved in deciding his/her remuneration; and
  • proper regard is paid to the interests of shareholders.

Role and activities of the Committee:

The Remuneration and Human Resources Committee recommends and reports to the Board on, the following matters:

  • Management remuneration including:
    • the remuneration of the Managing Director and senior executives;
    • alignment of remuneration incentive policies and guidelines for executive managers and senior employees with long term growth and shareholder value;
    • superannuation arrangements;
    • employee share acquisition 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; and
    • the remuneration of non-executive directors, within the aggregate amount approved by shareholders.
  • Human Resources, Talent Management and Diversity including:
    • the adequacy of talent pools for senior management succession;
    • management development frameworks and individual development progress for key talent;
    • the effectiveness of CSR’s diversity policies;
    • monitoring surveys conducted by the company in relation to the culture of the organisation; and 
    • measurable objectives for achieving diversity on an annual 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, one of whom must be the Chairman; 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 and experience 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.

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 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.

Updated: 8 May 2012

CSR