Remuneration, HR & Governance Charter

1. Objectives

The primary objective of the Sydney Ports Corporation Remuneration, Human Resources and Governance Committee (Committee) is to assist Sydney Ports Board in fulfilling its corporate governance responsibilities in regard to:

1.1. Overall remuneration strategy and remuneration policies for the Chief Executive Officer and Executive Management

1.2. Performance of the Chief Executive Officer and Executive Management

1.3. Employment terms and conditions of the Chief Executive Officer and Executive Management

1.4. Other matters delegated to the Committee by the Board.

2. Authority

The Committee is authorised, within the scope of its responsibilities, to:

2.1. Seek information it requires from any Sydney Ports employee or contractor

2.2. Take independent legal, financial, remuneration or other professional advice or assistance, at the reasonable expense of Sydney Ports. Unless a conflict exists or to do so would be inconsistent with the Committee’s duties, the Committee is to request such information, professional advice or assistance permitted under this clause via the Chairman of the Board.

3. Membership

3.1. The Committee shall comprise no less than three and no more than four Non-executive Directors of the Board.

3.1.1. Committee members and the Committee Chairman shall be appointed by the Board.

3.2. Regular attendees to Committee meetings shall be the Chief Executive Officer, Executive General Manager Human Resources and Company Secretary & Administration Manager who shall be the minute secretary of the Committee. The Committee may invite other persons to attend its meetings as required.

3.3. Any Director who is not a member of the Committee will have the right to attend any meeting of the Committee.

4. Meetings

4.1. The Committee shall meet at least four times in each financial year. The Chairman will determine the procedure for meetings of the Committee.

4.2. A quorum shall consist of two Committee members.

4.3. All decisions of the Committee shall be determined on the basis of a majority vote of members. In any instance of a tied vote, the Chairman of the Committee shall have the casting vote.

4.4. When the Committee must reach a decision between meeting dates, this decision may be made by circular resolution. In carrying out a vote by circular resolution, the Chairman of the Committee has an obligation to attempt to contact all Committee members. A circular resolution will be passed only when the majority of Committee members vote in the affirmative.

5. Organisation

5.1. The Company Secretary or delegate will be responsible for keeping all minutes of all meetings of the Committee. Once the minutes of each meeting have been adopted and signed by the Chairman of the Committee, they shall be submitted to the Board for information.

5.2. The Chairman of the Committee will inform the Board of the activities of each meeting of the Committee at the Board meeting immediately following the meeting of the Committee.

6. Duties and Responsibilities

6.1. Remuneration Related:

The function of the Committee is to review, and where appropriate recommend approval by the Board of, remuneration, recruitment, retention, superannuation and termination policies and procedures for senior executives including the amount of performance payments. More specifically the duties are as follows:

6.1.1. Review the remuneration strategy of Sydney Ports, ensuring it addresses retention, industry remuneration comparisons and links performance with rewards and is aligned to long term strategic objectives

6.1.2. Review the competitiveness of Sydney Port’s executive management remuneration programs to ensure:
a) the attraction and retention of Executive Management
b) the motivation of Executive Management to achieve Sydney Ports’ strategic objectives

6.1.3. Review trends in senior executive compensation, including, reviewing and taking into account decisions made by the Statutory and Other Offices Remuneration Tribunal (SOORT) and any other relevant public and private sector benchmarks in determining appropriate remuneration for executives

6.1.4. Review with the Chairman of the Board, discussions held with the CEO regarding appropriate goals and objectives for the CEO and the results of the CEO performance evaluation in light of these corporate objectives

6.1.5. Review of executive key performance indicators

6.1.6. Review the performance of Executive Management

6.1.7. Review the training requirements of the CEO and Executive Management

6.1.8. Review and recommend to the Board the recruitment, salaries, bonuses and other compensation for the CEO and Executive Management, ensuring that reward is linked to strategic performance

6.1.9. Review as appropriate the terms and conditions of the CEO’s and Executive Management employment contracts

6.1.10. To note any roles becoming redundant or employees being retrenched as advised to the Committee

6.1.11. Review periodic reports from management on matters relating to Sydney Ports’ employee appointments, practices, including but not limited to approving recruitment, executive development, remuneration packaging guidelines, superannuation, and termination policies

6.1.12. Noting periodic reports from management on matters relating to human resources metrics such as leave balances, employee surveys and employee retention rates

6.1.13. Review any other matters delegated by the Board

7. Reporting

7.1. The Committee will:

7.1.1. Record proceedings of each meeting

7.1.2. Circulate them to the Board.

7.2. Prepare an annual report to the Board, a summary of which is to be published in the corporate governance section of the Annual Report, outlining work performed by the Committee.

7.3. All recommendations of the Committee are to be referred to the Board for approval.

7.4. Ensure the Charter of the Committee is posted on the Sydney Ports’ website.

8. Conflicts of interest

8.1. Members of the Committee agree at Committee meetings to comply with the ‘conflict of interest’ requirements of the Sydney Ports Corporation Board Charter, which are:

8.1.1. Committee members are required to disclose potential conflicts for recording in Sydney Port’s conflicts register. Committee members are required to update this register on an ongoing basis as circumstances change

8.1.2. In relation to specific Committee decisions, the Committee complies with Clause 2, Schedule 10 of the Stated Owned Corporations Act 1989. A Committee member cannot take part in discussions or vote on a matter in which that Committee member has a material personal interest; unless the Committee resolves that the interest does not disqualify the Committee member

9. Induction

9.1. New members will undergo an induction program to comply with the ‘Induction Program’ requirements of the Sydney Ports Corporation Board Charter, which are:

9.1.1. Upon appointment, the Company Secretary is responsible for arranging for the new Committee member to undertake an induction program to enable them to gain an understanding of Sydney Ports’ business. A range of information is provided, including:
a) copies of relevant legislation
b) Code of Conduct
c) most recent annual report
d) Committee member profiles and contact details
e) the Committee Charter
f) Statement of Corporate Intent and Corporate Plan
g) recent Committee meeting minutes.

10. Review of Charter

10.1. At least once a year the Committee will review this Charter. This review will include consultation with the Board. Any substantive changes to this Charter will be recommended by the Committee and formally approved by the Board.