Remuneration and Nominations Committee Charter

1. Constitution

1.1 The Remuneration & Nominations Committee (“the Committee”) shall be a committee of the Board of Nvoi Ltd (“Company”).

2. Objectives

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:

    1. Remuneration packages for the Group Chief Executive Officer (“CEO”), senior executives who are the CEO’s direct reports, other senior management as the Board may determine from time to time and non executive directors;
    2. Succession Planning for executive roles and other significant senior management roles;
    3. Talent Management focusing on high potential employees within the executive and senior management levels of the Company and oversee the implementation of appropriate development opportunities and training;
    4. Ensuring management has in place the appropriate policies and carries out the necessary workplace practices to protect the safety and health of all employees, customers, contractors and visitors;
    5. Reporting to shareholders and other relevant stakeholders on remuneration and any other key people matters;
    6. Diversity, with specific reference to the requirements of the Australian Securities Exchange Corporate Governance Principles together with objectives set for achieving gender diversity and pay equity; and
    7. Compliance with statutory and regulatory requirements including the Australian Securities Exchange Listing Rules and the Corporations Act.

3. Membership

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. Responsibilities

5.1 Subject to the limitations on the Committee’s authorities contained in paragraph 6, the responsibilities of the Committee are to:

    1. Review and approve the overall People Strategy, monitor management’s implementation of the strategy and oversee management’s alignment of the strategy with the Company’s overall business strategy and objectives;
    2. Review and approve the Company’s policies and programs to achieve health and safety objectives and to review the Company’s health and safety performance against agreed targets;
    3. Review the effectiveness of the remuneration, recruitment, retention and termination policies and procedures for senior executives and for employees of the Company generally;
    4. Review and recommend to the Board, in accordance with the Company’s remuneration policies and procedures, all components of the remuneration of the Executive Directors, and having regard to their recommendations, the Executive Director‘s direct reports and such other senior management as the Board may from time to time determine. The components shall include base salary, entitlements under employee STI and LTI plans, company share schemes, superannuation arrangements, ex gratia payments where relevant and all other entitlements and benefits from their employment;
    5. Review and recommend to the Board, as appropriate, the terms of employment of the Executive Directors, the their direct reports and such other senior management as the Board may from time to time determine;
    6. Review and recommend to the Board the terms of the Company’s short and long term incentive plans including any share and option schemes for employees;
    7. Recommend to the Board whether offers are to be made under any or all of the Company’s employee incentive schemes in respect of a financial year;
    8. Ensure that the Company’s remuneration policy is designed in such a way that it:
      1. is aligned with the Company’s strategies and objectives and shareholder interests;
      2. motivates senior executives to pursue the long-term growth and value of the Company; and
      3. demonstrates a clear relationship between senior executives’ performance and remunerationj. Review and recommend to the Board, the terms of the Company’s superannuation schemes, as may be applicable
    9. Review and recommend to the Board, the terms of the Company’s superannuation schemes, as may be applicable;
    10. Review and recommend to the Board the remuneration arrangements for the Chairman and the non-executive directors of the Board, including fees, travel and any other benefits considered appropriate within acceptable limits of good corporate governance as may be prescribed by the listing rules of any exchange on which the Company is listed.
    11. Consider and review the level of the aggregate fees payable to all directors as required to be approved by shareholders in accordance with the Constitution.
    12. Review and recommend to the Board in connection with the Company’s people policies and practices in the following areas:
      1. Succession Planning for executive roles and other significant senior management roles.
      2. Talent Management focusing on high potential employees within the executive and senior management levels of the Company and the implementation of appropriate development opportunities and training; and
      3. Diversity having regard in particular to the requirements of the Workplace Gender Equality Agency and the Australian Securities Exchange’s Corporate Governance Principles. Review at least annually and report to the Board on the relative proportion of men and women employed by the Company at various levels and remuneration by gender and recommend strategies or changes to address any pay bias.
    13. Prepare a Remuneration Report of the Board for disclosure to shareholders through the Annual Report.
    14. Consider and review such other matters as may be referred by the Board.
    15. In conjunction with the Audit & Risk Committee, the committee will monitor that all remuneration based accounting requirements have been complied with (including and disclosure requirements).
    16. Review and facilitate shareholder and other stakeholder engagement in relation to the Company’s remuneration policies and practices.
    17. Approving the appointment of the remuneration consultants for the purposes of the Corporations Act 2001 (Cth).

6. Authorities

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.

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