People and Performance Committee Charter

People and Performance Committee Charter 1

Purpose

The purpose of the People and Performance Committee is to assist the Board of Mercury in fulfilling its human resources responsibilities relating to:   

the Company’s People and Performance strategy and plan; the remuneration and performance of the Chief Executive; and Human Resources policies and practices

In addition, the Committee will monitor and provide guidance to management on human resources related matters as provided for in this Charter.

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Composition

The People and Performance Committee is a committee of the Board.

The Committee comprises a minimum of three members plus the Chair of the Board as an ex-officio member.

The majority of Committee members must be independent Directors.

The quorum shall be at least three Committee members.

The Board shall appoint a Chair from the members of the Committee.

The Committee shall appoint a secretary who shall be the Company Secretary or other Company employee as nominated by the Committee.

The Committee may engage external experts and bring in the Chief Executive and members of management as required.

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Procedure

The Committee shall meet as required but at least three times per year.

Minutes of each meeting will be produced by the secretary of the Committee and such minutes will, following approval by the Committee, be signed by the Chair as a correct record of the proceedings of the meeting. The Chair shall report the findings and recommendations of the Committee to the Board after each meeting and will provide copies of the minutes to the members of the Board.

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Authority and Responsibilities

The responsibilities and duties of the Committee are as follows:   

to ensure the People and Performance strategy supports the Company strategy, including matters of organisational design, composition, compliance and policy. to review key measurable objectives of inclusion and diversity and regularly review progress. to consider, approve and report to the Board the Chief Executive’s recommendations with respect to: • • • •

remuneration philosophies and policies to be used by the Company; performance related criteria and recommendations of any remuneration changes for the Chief Executive’s direct reports; appointments and changes to the Chief Executive’s direct reports; and allocations made under all equity-based remuneration plans.

People and Performance Committee Charter | Reviewed by Board of Directors | 19 May 2020 | Page 1 of 2



to annually consider and make recommendations to the Board in relation to the Chief Executive’s remuneration including: • • •

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to ensure management has in place the appropriate remuneration governance processes including: • •

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authority levels for all changes in remuneration; and availability, for audit purposes, of all remuneration records approved by the Committee.

to ensure Committee performance satisfies governance requirements by: • •

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setting annual performance goals; reviewing Chief Executive performance; and recommending incentive payments and other adjustments to Chief Executive remuneration.

examining any other matters referred to it by the Board; and reviewing information provided from internal and external sources relating to remuneration issues – this may include commissioning expert independent advice as it sees fit.

Approval and Review of Charter

This People and Performance Committee Charter shall be approved by the Board. The Committee shall review the Charter biennially and recommend any proposed changes to the Board for approval.

People and Performance Committee Charter | Reviewed by Board of Directors | 19 May 2020 | Page 2 of 2