Code of Conduct | Audit Committee Charter | Human Resources Committee Charter Organisation: The Human Resources Committee ("the Committee") is a committee of the Board of Directors ("the Board") The Committee is comprised of at least three directors of the Board. The members of the committee are selected at the Board meeting immediately following each Annual Meeting and will hold office for the ensuing year. The Board appoints a chairman from among the members of the Committee. Any director not on the Committee may attend a meeting of the Committee. Meetings: Meetings of the Committee are held at least twice a year or at the discretion of the chairman, or if requested, any committee member or the Managing Director. A quorum is two members. The Deputy Managing Director, CFO or HR Manager acts as secretary to the Committee. The Committee may have in attendance members of management including the HR Manager and other such persons including external advisors as it chooses to invite. Objectives: The objectives of the Committee are to: Ensure the Company has in place sound employment and remuneration policy framework designed to make sure that: The Company's management team is fairly employed and equitably remunerated. The senior employees of the Company are appropriately incentivised to achieve excellent achievement and performance. The Company is able to attract and retain high performing people whose skills and attributes are well matched to the Company's requirements Ensure that appropriate and required disclosure is made in the Annual Report and Financial Statements of director and executive management remuneration in accordance with regulatory requirements and good governance practices. Ensure that there is an environment and framework where management talent and potential is assessed and developed in line with the requirements of the Company. Periodically review key executive positions within the Company to ensure robust succession planning exists. Ensure that appropriate training is provided and other necessary resources are provided to ensure compliance with legislative and other regulatory requirements e.g. Occupational Health and Safety. Accountability and Reporting: The committee is accountable to the Board. After each meeting the chairman is required to report the committee's recommendations and findings to the Board at the next Board meeting. The minutes of the Committee meetings are circulated to members of the Board. Extracts from the minutes are made available to the HR Manager and to such other persons as the Board directs, to enable them to properly carry out their functions. Access and Authority: The Committee has all necessary access to and the authority of the Board to seek any information it requires from any employees to fulfil its function, duties and responsibilities. All employees are directed to co-operate with any request made by the Committee. The Committee is authorised by the Board, at the expense of the Company, to obtain such external information and advice as it thinks necessary for carrying out its responsibilities, with due notification to the Board. The Committee makes recommendations to the Board on all matters requiring a decision. The Committee does not have the authority to make a decision in the Board's name or on its behalf unless it is specifically authorised by the Board to do so, or is mandated to do so under this Charter. Responsibility: Subject to the limitations on the authorities, the Committee's responsibilities are: Ensuring that effective employment and remuneration, policies and management systems are in place and that they support the Company's wider objectives and strategies. Reviewing and approving the remuneration of the Managing Director, senior management team and directors. The remuneration of the senior executives and other key employees is subject to prior recommendation of the Managing Director. Setting and reviewing the terms and conditions of employment for the personnel referred to above and approving the employment framework and policies of the broader Group. Setting and reviewing the terms of the Company's short and long-term incentive plans including share and option schemes for employees and/or directors. Making recommendations to the Board on the appointments and succession planning for the Managing Director and his direct reports. Ensuring policies and guidelines are in place to facilitate management performance assessment and development, and the encouragement of team member self-development. Ensuring timely and independent reviews of the size of roles within the Group is carried out. Making recommendations to the Board on the remuneration of non-executive directors having regard to the need to attract and retain the non-executive directors needed to ensure the success of the Group having regard to the level of remuneration paid by other comparable companies. Considering such other matters relating to employment issues as may be referred to it by the Board. Identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise. Receiving and considering regular reports and annual audits/reviews of all regulatory compliances associated with the workplace and Company employees, and ensuring directions are in place for all instances of non-compliance to be reported promptly to the Committee chairman or directly to the Board in the absence of an appropriately scheduled committee meeting.