Remuneration and Organisation Committee Charter - Summary
The BlueScope Steel Remuneration and Organisation Committee charter sets out the functions and responsibilities of the Remuneration and Organisation Committee, along with certain matters relevant to the operation of the Nomination Committee.
The Committee's role
The role of the Remuneration and Organisation Committee is to assist the Board in the effective discharge of its responsibilities for ensuring that the Company:
- has a human resources strategy aligned to the overall business strategy, which supports the BlueScope Steel Business Charter "Our Bond";
- has remuneration policies and practices that are observed and that enable it to attract and retain executives and directors who will create value for shareholders;
- fairly and responsibly rewards executives having regard to the performance of the Company, the performance of the executive and the external remuneration environment; and
- has in place succession planning processes for the Managing Director and Chief Executive Officer, and the direct reports to the Managing Director and Chief Executive Officer.
The Committee's rights
The Committee has the ability to obtain independent professional advice to assist it with its functions, with the cost to be paid for by the Company.
The Committee's responsibility
The Committee's responsibilities include:
- reviewing the overall human resources strategy and monitoring its implementation;
- reviewing and recommending to the Board executive remuneration policy;
- reviewing and making recommendations to the Board regarding the design of executive incentive and equity based plans;
- recommending to the Board the remuneration and other terms and conditions for the Managing Director and Chief Executive Officer and other executive directors;
- reviewing and approving the selection (including remuneration) of direct reports to the Managing Director and Chief Executive Officer, and as appropriate other senior executives;
- developing performance management processes for the direct reports to the Managing Director and Chief Executive Officer;
- monitoring the plans for the development and succession of the Executive Leadership Team and other business critical roles;
- reviewing and approving proposed termination payments for direct reports to the Managing Director and Chief Executive Officer;
- considering and recommending to the Board policy for the overall structuring of the Company's retirement and superannuation plans; and
- advising the Board in relation to non-executive Director remuneration.
Membership requirements
The Committee comprises at least 3 non-executive Directors with a majority of the members assessed as independent by the Board.
The Committee meets at least two scheduled times a year.
The Chairman of the Committee must be assessed by the Board as an independent non-executive Director.
The Managing Director and Chief Executive Officer may be invited by the Committee Chairman to attend meetings of the Committee.
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BlueScope Steel Limited ABN 16 000 011 058 BlueScope is a trademark of BlueScope Steel Limited
