Audio Pixels Limited

Nomination and Remuneration Committee Charter

Role and responsibilities

The role of the committee is to assist and advise the board in fulfilling its responsibilities to
members of Audio Pixels Holdings Limited on:

  • Matters relation to the composition, structure and operation of the board
  • Matters relating to senior executive selection and performance
  • Remuneration of the board and senior executives
  • Other matters as required

The board committee is not a policy making body, but assists the board by implementing board policy and recommending nominations which require board approval.

Board Objectives

The objectives of the committee include:

  • Provide assurance that the board has the effective composition, size and commitment to adequately discharge its responsibilities and duties.
  • Conduct searches for new board members and recommend preferred candidates to the board.
  • Assess the extent to which the necessary and desirable competencies are represented on the board.
  • Recommend the required board competencies, number and profiles of board members.
  • Ensure that board succession plans are in place to maintain the required competencies, number and profiles of board members.
  • Review the nominations received from members who wish to be appointed to the board in accordance with the preferred criteria and guideline set out below.
  • Continually monitor board membership and structure to ensure that there is appropriate representation on the board from across the membership.
  • Develop a process for evaluating the performance of the board.

CEO and senior executive objectives

The objectives of the committee include:

  • Conducting searches for the chief executive officer and senior executives and recommending preferred candidates to the board
  • Ensuring that succession plans are in place
  • Evaluating the performance of the chief executive officer and senior executives.

In discharging their responsibilities, the committee members have a duty to act in the best interests of Audio Pixels Holdings Limited as a whole, irrespective of personal, professional commercial or other interest, loyalties or affiliations and to take the company’s interest into consideration with candidates for board members.

Composition and term

  • The nomination and remuneration committee is a committee of the board
  • All appointments to the committee and the appointment of the chairman shall be approved by the board
  • The committee will include at least three directors
  • The committee will elect its chairman who shall be an independent director
  • Appointment to the committee will be as determined by the board.

Meetings

  • The committee will hold meetings as it considers necessary.
  • A quorum will be the smallest number greater than half the members.
  • Committee members will be invited to disclose conflicts of interest at the commencement of each meeting.
  • In the chairman’s absence from a meeting, the members of the committee present at the meeting will select a chairman for that particular meeting.
  • Meetings of the committee may be held face to face or through any technological means by which members can participate in a discussion.
  • The notice and agenda of meeting will include relevant supporting papers as appropriate.
  • The committee may invite other people to attend as it sees fit, and consult with other people or seek any information it considers necessary to fulfil its responsibilities.
  • The chairman will communicate the decisions of the committee to the board after each meeting within a reasonable period.

Secretariat duties

  • The company secretary or other delegated person undertakes the duties of the secretariat.
  • Proceedings of all meetings are minuted, ratified by members in attendance and signed by the committee chairman.
  • The company secretary will undertake the call for nominations, as specified by the nominations committee.
  • Once the nominations received have been assessed and recommendations made, the committee advise the board in accordance with its delegation.
  • Nominees are informed of their success or not by the chairperson of the nominations committee.
  • The names of the successful nominees for the board are put forward to the members for election at the AGM.

Nomination Criteria

When reviewing a nomination for directorship, the nomination committee must take into account:

  • The level of seniority in the nominee’s workplace.
  • Previous and other directorial experience.
  • The level of further education undertaken by the nominee.
  • The standing of the nominee in the community.
  • Qualifications.
  • Skills set of the nominee to complement the skill set of the board.
  • Industry/ professional sector of the nominee to ensure diversity on the board, keeping in mind the composition of the membership at large.
  • Consideration of their experience as a recognised thought leader and team player.
  • Declared/ apparent conflict of interest.
  • Any other attributes that the nominations committee believes will benefit the company.

Voting

Any matters requiring a decision will be decided by a majority of votes of members present.

Review of Charter

  • The committee should review their charter annually to provide assurance that it remains consistent with the boars’ objectives and responsibilities.
  • The board approves or further reviews the charter.

17 February 2016