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INVESTOR RELATIONS CORPORATE GOVERNANCE
Renumeration & Nominations Committee Charter

1               General Scope and Authority
The Videlli Remuneration and Nominations Committee (Committee) is a committee of the Board of Videlli Limited established under the constitution.
Proceedings and meetings of the Committee will be governed by the provisions of the constitution for regulating the meetings and proceedings of the Board in so far as they are applicable and not inconsistent with this charter.
2               Purpose
The purpose of the Committee is to discharge the Board’s responsibilities relating to executive and director compensation by focusing the Company on appropriate remuneration policies that are designed to meet the needs of the Company and enhance corporate and individual performance.
Additionally the Committee shall be the Nomination Committee, and shall provide the board with an efficient mechanism for the detailed examination of selection and appointment practices for the appointment of directors.
3               Role
The role of the Committee is to set director and executive remuneration policy and strategy, approve senior executive service agreements and severance arrangements, oversee the use of equity-based remuneration, continuously advise the Board of the Committee activities, and ensure that appropriate communication and disclosure practices are in place.
4               Composition
The Committee shall consist of a minimum of three members, the majority being independent directors. Other members shall be appointed as these directors determine.
The members and the chairman of the Committee, shall be proposed by the chairman of the Board and approved by the Board. The ASX Principles of Good Corporate Governance and Best Practice Recommendations suggest that a remuneration committee should be chaired by an independent director. Mr Duncan Saville is currently chairman of the committee due to the current workload on independent directors Mr Colin Henson, as chairman of the Board, and Mr Michael Clarey, as chairman of the Audit and Risk Committee. Membership shall be reviewed from time to time or as required.
The Committee has the authority to invite any management personnel to attend the meetings and perform the duties of secretary to the Committee.
5               Authority
The Committee is authorised by the Board to undertake any activity outlined in this charter. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any requests made by the Committee.
The Committee will obtain outside independent professional advice and secure the attendance of any person with relevant experience and expertise if it considers this necessary within the scope of its duties. 
6               Duties and Responsibilities
The specific remuneration duties and responsibilities of the Committee shall be to:
(a)            develop and submit to the board for approval:
(i)             the remuneration framework for non-executive and executive directors,
(ii)            the executive succession planning strategy; and
(iii)          the company remuneration policies and strategies,
(b)            take responsibility for setting senior executive total reward packages within the scope of (i) above;
(c)            approve senior executive employment contracts and severance agreements, with the exception of the Executive Directors which will be recommended to the Board;
(d)            review, approve and monitor the effectiveness of short-term incentive schemes;
(e)            approve and monitor the long-term equity-based remuneration strategy;
(f)              review the Company’s recruitment, retention and termination policies for senior executives;
(g)            review and approve the Company’s superannuation arrangements;
(h)            continuously advise the board of remuneration strategies and policy changes and submit those changes for endorsement by the board;
(i)              advise the board on appropriate communications to stakeholders, ensuring that disclosure practices are designed to enhance awareness of key aspects of the remuneration framework and its link to company and individual performance;
(j)              monitor and consider whether entering employment agreements with key executives, or whether obligations under these agreements falling due, triggers a continuous disclosure obligation under ASX Listing Rule 3.1, pursuant to Principle 9 of the ASX Principles of Good Corporate Governance and Best Practice Recommendations; and
(k)            consider other topics as appropriate or as requested by the board.
The specific Nominations duties and responsibilities of the Committee shall be to:
(a)            assess the necessary and desirable competencies of board members;
(b)            conduct the review of board succession plans to ensure that the board maintains an appropriate balance of skills experience and expertise;
(c)            evaluate the Board’s performance;
(d)            make recommendations to the Board for the appointment and removal of directors;
(e)            develop and communicate to stakeholders the formal procedure used by the nominations committee for the selection and appointment of new directors to the Board; and
(f)              consider other topics as appropriate or as requested by the Board.
7               Meetings
The Committee shall meet as frequently as required but at least once a year.
Any Committee member or the secretary may call a meeting of the Committee, and any other members may request the chairman of the Committee or the secretary to call a meeting.
A quorum will comprise 3 members. In the absence of the Committee chairman or appointed delegate, the members shall elect one of their number as chairman for that meeting.
The Committee shall have access to professional advice from employees within the Group and from appropriate external advisers.
The chairman of the Committee, or delegate, shall report to the Group boards following each meeting.
Minutes of proceedings and resolutions of the Committee meetings shall be kept by the secretary. Minutes shall be distributed to all the Committee members after the Committee Chairman has given the preliminary approval. Minutes, agenda and supporting papers will be made available to any director upon request to the Committee chairman.
8               Reporting Procedures
The chairman of the Committee will report on the Committee’s decisions and any recommendations directly to the board of Videlli Limited.
Copies of any the Committee minutes will be noted at the next board meeting.
The Videlli Limited company secretary will act as custodian of the Committee’s minute books and will ensure that they are maintained in a secure environment.