Nominations Committee Charter

To the extent possible, the objective of the Committee is to assist ElectricSuper in ensuring the Board has an effective skill set and composition to adequately discharge its responsibilities and duties.

Duties

1. Identify and assess both the necessary and desirable competencies and characteristics for Board membership
2. Review the skills matrix regularly, and make recommendations to the Board as to how to fill skill gaps that are identified and cannot be filled via the election or nomination process
3. Consider and make recommendations on the training needs of the Board
4. Consider each Board Member’s backgrounds with a view to determining what skills the Board would lose should that Board Member leave the Board and make recommendations to the Board on succession planning
5. Perform remuneration reviews for the Chairman and Chief Executive Officer, and make recommendations to the Board
6. Review the staff remuneration review recommendations of the CEO.

Appointment of all new Board Members

1. Ensure that the appointment process is conducted in accordance with the ElectricSuper Rules and policies
2. Assess and identify the necessary and desirable competencies and characteristics for the new Board Member, taking into consideration those competencies and characteristics already represented on the Board. Once identified, this skill set would provide the criteria against which all potential candidates are measured
3. Assess each candidate against ElectricSuper’s Fit and Proper policy, including identifying any remedial action (eg. training) where necessary
4. Give regard to the results of the annual appraisal of the Board’s performance.

Appointment of Employer- or Union-appointed Board Members

1. Provide the nominating organisation with a written job description outlining the requirements of the position and the skill set required, along with a copy of the Fit and Proper policy
2. In the event that a nominating organisation nominates an individual as a Board member or alternate Board Member and there is evidence that the individual may not meet the requirements of ElectricSuper’s Fit and Proper policy, the Board Chairman will meet with the nominating organisation to discuss the issue. It will then be determined whether further evidence and investigation is required, or if the nominating organisation should nominate another individual as the Board Member or alternate Board Member. A report detailing these inquiries must be provided to the Committee and the Board.

Election of member-elected Board Members

1. Include details of the skill set required in the ‘notice of election to members’
2. Set the criteria that nominees will be asked to address in their comments to be distributed to members with the ballot paper
3. Conduct a review of nominations received to ensure that the criteria have been addressed.

1. The Committee shall consist of 3 Board Members, including the Board Chairman (ex-officio) and any other persons appointed by the Board as it sees fit
2. The Chairman of the Board will not be the chair of the Nominations Committee
3. Members of the Committee will step down from the Committee:
   1. when the notice of an election is served on members, in the case of member-elected Board Members
   2. prior to the meeting at which the job description for their position is reviewed, in the case of Employer Appointed or Union Appointed Board Members
4. All Board Members are invited to attend Nominations Committee meetings.

1. Meetings shall be held as needed as the Nominations Committee Chairman or the Board determines
2. An agenda and any supporting documents shall be passed to all Board and Committee members at least 5 working days prior to the meeting
3. Minutes from the meetings shall be distributed to Committee Members as soon as possible after the meeting for review, and included in the papers for the next Board meeting
4. A Committee Member may join the meeting by phone or video conference with the same standing as a sitting member
5. Two Nominations Committee Members shall comprise a quorum
6. Decisions of the Committee may be made via circular resolution in the same manner as Rule 3B of Division 1 of the Rules
7. Each member of the Committee has one vote. in the event of a tied vote, the matter shall be referred to the Board for its consideration.

The Committee is authorised to:

1. Seek any information it requires in order to perform its duties
2. Obtain professional advice within normal expense delegations on any matter within its charter.