People & Remuneration Committee Charter

Transcription

1 People & Remuneration Committee Charter Committee of the Board of the Australian Broadcasting Corporation Approved: 8 February Introduction The People & Remuneration Committee (Committee) has been established by the Board. 2. Purpose The purpose of the Committee is to assist the Board to fulfil its duties and responsibilities as set out in the ABC Act by providing an objective, non-executive review of: a) Remuneration policies and practices; b) Key performance indicators (KPIs) and performance; c) People strategy, culture and engagement; d) Succession planning and talent development; e) Equity and diversity strategy and reporting; and f) Work health and safety. 3. Responsibilities The Committee has no executive powers, unless specifically delegated to it by the Board. Delegations as at the date of this Charter are set out below. The responsibilities of the Committee are as follows: Remuneration Policies and Practices 3.1 Reviewing and making recommendations to the Board regarding: a) new and revised remuneration structures and incentive plans for the Managing Director (noting that any changes would require Ministerial/Remuneration Tribunal approval); b) new and revised remuneration structures and incentive plans for the Leadership Team; and c) the Corporation s remuneration and incentive policies and practices and ensuring they are aligned with the Corporation s strategy. 3.2 Coordinating and administering existing remuneration structures for the Managing Director. Page 1

2 3.3 Reviewing and making recommendations to the Board regarding the Corporation s Industrial Relations strategy and approach to enterprise bargaining. Key Performance Indicators (KPIs) and Performance 3.4 Reviewing and making recommendations to the Board regarding KPIs for a) The Corporation/Managing Director; and b) The Leadership Team (having regard to the Corporation/Managing Director KPIs). 3.5 Assisting the Chair of the Board, as needed, in evaluating the performance of the Managing Director against the Corporation s KPIs (mid-year and full-year reviews). 3.6 Assisting the Managing Director, as needed, in evaluating the performance of the Leadership Team against their KPIs each year (mid-year and full year reviews). People Strategy, Culture and Engagement 3.7 Reviewing and making recommendations to the Board regarding any changes to the Leadership Principles and ABC Values and Standards of Workplace Behaviour. 3.8 Reviewing and reporting to the Board regarding significant cases of employee conflict of interest, bullying, harassment, discrimination, misconduct, or irregularities, and making recommendations to the Board as needed. 3.9 Reviewing and reporting to the Board on the results of any engagement or culture surveys or staff forums that are conducted, including: a) Ensuring appropriate strategies are in place to address any issues identified in such surveys or forums; and b) Monitoring management s implementation of any such strategies. Succession Planning and Talent Development 3.10 Assisting the Managing Director with succession planning for the Leadership Team and their direct reports Assisting the Managing Director with talent development for the Leadership Team and their direct reports. Equity and Diversity 3.12 Reviewing and making recommendations to the Board on the Corporation s Equity and Diversity Plan and the Corporation s progress against objectives and targets. Work Health & Safety 3.13 Reviewing and making recommendations to the Board regarding the Corporation s Work, Health and Safety (WHS) framework and strategy, and the Corporation s progress against its objectives and targets. Page 2

3 3.14 Assisting the Board and directors in meeting their obligations and duties under the relevant WHS legislation. Review 3.15 Reviewing the Committee Charter biennially, and recommending any proposed changes to the Board for approval Conducting a biennial review of the extent to which the Committee has performed its obligations under the Charter. 4. Administration 4.1 Membership The Committee must have at least three members, the majority of whom must be nonexecutives. Committee members must have appropriate qualifications, knowledge, skills or experience to assist the Committee to perform its functions. 4.2 Term Committee members will be appointed for an initial term of three years, unless determined otherwise by the Board. At the expiry of the initial term, it is at the discretion of the Board that the Committee member be reappointed for another two years. No Committee member can be a member of the Committee for greater than five years. The re-appointment of Committee members may incorporate a formal review of their performance. The Chair of the Committee will provide advice to the Board on a member s performance where an extension of the member s tenure is being considered. 4.3 Chair The Chair will be appointed by the Board, and must be a non-executive director of the Board. The Chair is responsible for overseeing the effective functioning of the Committee and effective and transparent communications between the Committee, management and the Board. 4.4 Secretary The Company Secretary (or delegate) will be the secretary of the Committee. 5. Meetings 5.1 Frequency The Committee will meet quarterly. Page 3

4 5.2 Attendance Directors who are not members of the Committee may attend Committee meetings, as observers. The following persons have a standing invitation to attend Committee meetings: Managing Director Chief Financial Officer General Counsel Director Engagement GM People & Culture Head of Risk 5.3 Quorum A quorum will be two ABC non-executive directors. Members of the Committee may participate in meetings by telephone or video. Any such participation is counted as attendance for the purposes of establishing a quorum. All decisions of the Committee will be decided by a majority vote of members present. 5.4 Conflicts of interest Members of the Committee must comply with the ABC Board Protocol in respect of conflict of interest matters. Committee members must declare any conflicts of interest at the commencement of each meeting or before discussion of the relevant agenda item or topic. Details of any conflicts of interest must be minuted. 6. Access The Committee shall have free and unfettered access to all information, personnel and other parties as required to carry out its duties and may request the attendance of any employee at Committee meetings. The Committee may seek independent legal or other professional advice, as reasonably required to meet its responsibilities, at the Corporation s expense, subject to the approval of the Chair of the Board. 7. Reporting The Chair of the Committee must report to the Board on the work performed by the Committee following each meeting. Page 4

5 8. Definitions In this document: ABC Values and Standards of Workplace Behaviour means the values and standards of behaviour required of the Corporation s employees as approved by the Board (as amended from time to time). Board means the board of directors of the Corporation. Corporation means the Australian Broadcasting Corporation, as established pursuant to the Australian Broadcasting Corporation Act 1983 (Cth). Leadership Principles means the principles applying to the Corporation s leaders, employees as approved by the Board (as amended from time to time). Leadership Team means the direct reports to the Managing Director. Page 5