The Board of Directors of Stanwell Corporation Limited resolves to establish a committee of directors to be known as the Human Resources and Workplace Health and Safety Committee with its objectives; composition; term of office; and duties and responsibilities as set-out hereunder.
Objectives
The primary objective of the Committee is to assist the Board of Directors in fulfilling its responsibilities relating to the provision of a safe workplace.
Composition
The Committee shall be appointed by the Board of Directors. It is to be comprised of at least two non executive directors, one of whom shall be elected Chairperson (the "Chairperson"), each of whom shall be independent of the senior management of the Corporation, and free from any other relationships which might in the opinion of the Board of Directors be construed as a conflict of interest. The Chair of the Board will be a Committee member of the Committee.
Term of Membership
The Board shall determine at its discretion a member's term of membership of the Committee.
Meetings
Meetings shall be held in accordance with the Board calendar and as and when required by the Committee.
A quorum shall consist of two Committee members.
Access
The Committee shall have the authority to seek any information it requires from any officer or employee of the Company (or its subsidiaries). The Committee is authorised to consult independent experts for advice as it reasonably considers necessary to execute its duties and responsibilities.
Annual Performance Evaluation
An annual performance evaluation is required to be conducted each year. The Chairman of the Committee will action this performance evaluation and obtain any assistance required. It is envisaged that the relevant findings will be incorporated into this Board Handbook.
A key outcome of the evaluation process should be for the Committee to set a series of goals to guide their activity over the coming year.
Duties and Responsibilities
The Committee shall consider any matters relating to the human relations, safety and remuneration practices of the Company. In addition, the Committee shall examine any other matters referred to it by the Board of Directors.
Specific responsibilities of the Committee include review of:
- Workplace health and safety practices and management;
- Workplace health and safety risk profile;
- Superannuation strategy; and
- Policies relating to the corporate code of conduct as well as procedures to ensure compliance.
The Chairperson of the Committee shall report the findings and recommendations of the Committee to the Board of Directors after each Committee meeting. The minutes of all Committee meetings shall be circulated to members of the Board of Directors.
The Committee shall have no executive powers with regard to its findings and recommendations. These executive powers remain with the Board.