REMUNERATION COMMITTEE CHARTER

 

 

NEW TALISMAN GOLD MINES LIMITED (“COMPANY”)

 

1. Composition

The Remuneration Committee shall comprise a minimum of two members, the majority being independent directors. The Committee shall be chaired by an independent director.

From time to time, non Committee members may be invited by the Committee to attend meetings of the Committee, if it is considered appropriate.

2. Role

The function of the Committee is to assist the Board in fulfilling its corporate governance responsibilities with respect to remuneration by reviewing and making appropriate recommendations on:

(a) remuneration packages of executive directors, non-executive directors and senior executives; and

(b) employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

3. Operations

The Committee shall meet at least once a year and otherwise as required. Minutes of all meetings of the Committee are to be kept and the minutes and a report of actions taken to be given at each subsequent meeting of the full Board. 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.

4. Responsibilities

The responsibilities of the Committee include a review of and recommendation to the Board on:

(a) the Company’s Remuneration Policy and framework ;

(b) senior executives’ remuneration and incentives; and

(c) superannuation arrangements.

Executive Remuneration

In considering the Company’s Remuneration Policy and levels of remuneration for executives, the Committee makes recommendations which:

(a) motivates executive directors and senior executives to pursue long term growth and success of the Company within an appropriate control framework;

(b) demonstrates a clear correlation between senior executives performance and remuneration;

(c) aligns the interests of key leadership with the long-term interests of the Company’s shareholders; and

(d) prohibits executives from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.

To the extent that the Company adopts a different remuneration structure for its executive directors, the Committee shall document its reasons for the purpose of disclosure to stakeholders.

Non-Executive Remuneration

In considering the Company’s Remuneration Policy and levels of remuneration for non-executive directors, the Committee is to ensure that:

(e) fees paid to non-executive directors are within the aggregate amount approved by shareholders and make recommendations to the Board with respect to the need for increases to this aggregate amount at the Company’s annual general meeting;

(f) non-executive directors are remunerated by way of fees (in the form of cash and superannuation benefits);

(g) non-executive directors are not provided with retirement benefits other than statutory superannuation entitlements; and

(h) non-executive directors are not entitled to participate in equity-based remuneration schemes designed for executives without due consideration and appropriate disclosure to the Company’s shareholders.

To the extent that the Company adopts a different remuneration structure for its non-executive directors, the Committee shall document its reasons for the purpose of disclosure to stakeholders.

Incentive Plans and Benefits Programs

The Committee is to:

(i) review and make recommendations concerning long-term incentive compensation plans, including the use of share options and other equity-based plans. Except as otherwise delegated by the Board, the Committee will administer equity-based and employee benefit plans, and as such will discharge any responsibilities under those plans, including making and authorising issues of equity, in accordance with the terms of those plans;

(j) ensure that incentive plans are designed around appropriate and realistic performance targets that measure relative performance and provide rewards when they are achieved; and

(k) continually review and if necessary improve any existing benefit programs established for employees.

5. Authority and Resources

The Company is to provide the Committee with sufficient resources to undertake its duties. The Committee may seek input from individuals on remuneration policies, but no individual should be directly involved in deciding their own remuneration.

The Committee has the authority, as it deems necessary or appropriate, to obtain advice from external consultants or specialists in relation to remuneration related matters.