Remuneration, HR & Governance Charter

1. Objectives

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

1. Board composition;
2. overall remuneration strategy and remuneration policies for the Chief Executive Officer and Executive Management;
3. performance of the Chief Executive Officer and Executive Management;
4. employment terms and conditions of the Chief Executive Officer and Executive Management; and
5. other matters delegated to the Committee by the Board.

2. Authority

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

1. seek information it requires from any SPC employee or contractor; and
2. take independent legal, financial, remuneration or other professional advice or assistance, at the reasonable expense of SPC. 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 Chair of the Board.

3. Membership

3.1 The Committee is to consist of:

1. only Independent Non-executive Directors; and
2. at least three Members.

3.2 All Directors, including those that are not members of the Committee, have the right to attend Committee Meetings.

3.3 The Chair of the Committee is to be an Independent Non-Executive Director and is to be appointed by the Board.

3.4 Committee Members and the Chair of the Committee are appointed by the Board.

3.5 Regular attendees to Committee meetings shall be the Chief Executive Officer and Executive General Manager Human Resources. The Committee may invite other persons to attend its meetings as required.

4. Meetings

4.1 The Committee shall meet at least four times in each financial year. The Chair 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 Chair 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 Chair 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 Chair of the Committee, they shall be submitted to the Board for information.

5.2 The Chair 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:

• review the remuneration strategy of SPC, ensuring it addresses retention, industry remuneration comparisons and links performance with rewards and is aligned to long term strategic objectives;
• review the competitiveness of SPC’s executive management remuneration programs to ensure:
       (a) the attraction and retention of Executive Management;
       (b) the motivation of Executive Management to achieve SPC’s strategic objectives.
• 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;
• review with the Chair of the Board, discussions held with the CEO regarding appropriate goals and objectives and the results of the CEO performance evaluation in light of these corporate objectives,
• review of executive key performance indicators;
• review the performance of Executive Management;
• review the training requirements of the CEO and Executive Management
• review and recommend to the Board the salaries, bonus and other compensation for the CEO and Executive Management, ensuring that reward is linked to strategic performance;
• review as appropriate the terms and conditions of the CEO’s and Executive Management employment contracts;
• to note any redundancies advised to the Committee at each meeting;
• review periodic reports from management on matters relating to SPC’s personnel appointments and practices, including approving recruitment, executive development, remuneration packaging guidelines, superannuation and termination policies; and
• review any other matters delegated by the Board.

6.2 Nomination Related

Directors are appointed by the Governor on the recommendation of the Voting Shareholders, however the Committee may take a role in advising SPC’s Chairman of the future needs of the Board and will assist in achieving optimum performance of the appointed Board through induction, training and performance reviews. Specifically the Committee will:

• review and advise the Chairman, as appropriate, on the composition of the Board and its Committees;
• assess the necessary and desirable competencies of directors and advise the Chairman as appropriate;
• ensure the directors have the appropriate mix of competencies to enable the Board to discharge its responsibilities effectively;
• oversee the directors’ induction program with the assistance of the Company Secretary;
• ensure that directors have access to appropriate continuing education to update and enhance their skills and knowledge; and
• evaluate the collective performance of the Board, the Chairman of the Board, the individual performance of all the directors and senior management and report the Committee’s findings to the Chairman and/or the to the Board as appropriate

7. Reporting

7.1 The Committee will:

• record proceedings of each meeting; and
• 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 SPC website.

8. Committee Performance

To determine whether it is functioning effectively, the Committee shall:

1. review this Charter periodically; and
2. undertake an evaluation of its performance at intervals considered appropriate by the Chair.