1.1 The Remuneration & Nominations Committee (“the Committee”) shall be a committee of the Board of Nvoi Ltd (“Company”).
2.1 The objective of the Committee is primarily to assist the Board in the provision of effective people policies and practices that align with the Company’s business strategy, culture and values and aids the achievement of the business plan to deliver business growth and shareholder value.
2.2 The Committee shall review and make recommendations to the Board in connection with the following areas:
3.1 Members of the Committee shall comprise non-executive directors appointed by the Board.
3.2 The number of the members of the Committee shall not be less than three. The Group CEO shall not be a member of the Committee.
3.3 The Board shall appoint a Chairman from among the independent directors on the Committee who is not Chairman of the Board.
4. Meetings of the Committee
4.1 A quorum of members of the Committee shall be two.
4.2 The Committee may have in attendance such members of management and such other persons including external advisers, as it considers necessary to provide appropriate information and advice.
4.3 All directors of the Board shall be entitled to attend meetings of the Committee provided that the Group CEO and other Executive Directors must be absent from discussions or meetings where they are conflicted for personal reasons.
4.4 Meetings shall be held not less than two times a year to fit in with the remuneration and planning cycles.
4.5 Any member of the Committee or the Company Chairman may request a meeting at any time they consider it necessary.
4.6 Reasonable notice of meetings and the business to be conducted shall be given to all those attending meetings.
4.7 The Committee shall meet without management in attendance, including the CEO, at such times as the Committee considers appropriate.
4.8 Minutes of all meetings shall be kept by the Company Secretary.
5.1 Subject to the limitations on the Committee’s authorities contained in paragraph 6, the responsibilities of the Committee are to:
6.1 The Committee will make recommendations to the Board on all matters requiring a decision including the matters set out in Clause 5. The Committee does not have the power or authority to make a decision in the Board’s name or on its behalf.
6.2 The Committee is authorised by the Board, at the expense of the Company to obtain any external information and advice including market surveys and reports as it thinks necessary to carry out its responsibilities.
7. Review of the Committee
7.1 The Committee will undertake an annual self review of its objectives and responsibilities. The objectives and responsibilities may be reviewed by the Board and the CEO and any other person the board considers appropriate.
7.2 The Committee will obtain feedback from the Board on the Committee’s performance annually and implement any agreed actions.
8. Reporting Procedures
8.1 After each meeting the chairman will report the Committee’s recommendations to the Board.
8.2 The minutes of all Committee meetings will be circulated to members of the Board.