Nomination and Remuneration Policy

engage:BDR LIMITED (ACN 621 160 585) NOMINATION AND REMUNERATION POLICY
Dated 25 August 2017

1. PURPOSE
This Nomination and Remuneration Policy regulates the manner in which the Directors are nominated and remunerated for the provision of their services.

2. POLICY
2.1 The Company is committed to a responsible nomination and remuneration policy for its Directors and Senior Management.
2.2 The Policy must balance the objectives of the Company and its interest in attracting suitably qualified and experienced Directors and Senior Managers, and incentivising those individuals, whilst also continuing to deliver shareholder value and ensuring strong principles of management are met.
2.3 To achieve these policy objectives the Board will, on behalf of the Company:
2.3.1 assess the market to ensure that senior executives are being rewarded commensurate with their seniority and responsibilities;
2.3.2 obtain the best possible advice (from external consultants if necessary) to establish salary levels and the structure of remuneration packages to be offered by the Company;
2.3.3 set policies for Directors and senior executives’ remuneration;
2.3.4 review the salary levels of Directors and senior executives and review any proposed remuneration increases;
2.3.5 approve the terms and conditions of employment for the Managing Director;
2.3.6 regularly review the Company’s recruitment, retention and termination policies and procedures for senior management;
2.3.7 regularly review the Company’s share incentive and other salary schemes;
2.3.8 regularly review the Company’s superannuation arrangements;
2.3.9 develop and regularly review a policy on Board structure;
2.3.10 develop and review criteria for Board membership;
2.3.11 identify and interview specific candidates for nomination;
2.3.12 ensure there is an appropriate induction and orientation programme in place for new employees;
2.3.13 review recommendations made by any of the Company’s directors or senior management as to committee membership;
2.3.14 ensure there is an appropriate Board succession plan in place;
2.3.15 ensure the performance of the Board and its members is regularly reviewed;
2.3.16 develop an appropriate training and development programme;
2.3.17 oversee management’s succession planning including the Managing Director and direct reports;
2.3.18 assist the Executive Chairman in advising Company officers and senior management about their performance and possible retirement; and
2.3.19 review the policy in respect of tenure, remuneration and retirement of Directors.
3. COMPOSITION OF REMUNERATION COMMITTEE
As at the date of the adoption of this Policy, the Company has not established a separate Remuneration Committee.
Given the size of the Board and the Company’s current operations as at the date of adoption of this Policy, it is considered that no efficiencies or other benefits would be gained by establishing a separate Remuneration Committee.
The Board will review this position on an ongoing basis as the Company grows. Prior to establishment of a separate Nomination and Remuneration Committee, the full Board will oversee matters usually the responsibility of a Remuneration Committee.
Upon establishment, the Nomination and Remuneration Committee will be composed of three members. It will, where possible, consist of a majority of independent directors and be chaired by a person who is not Chairman of the Board.

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