Primary Function
The Board Committee - Remuneration and Structure is a sub-committee of the Board of Directors. Directors serving as members of this Board Committee have the same rights and duties as the Directors of the Board.
The primary function of this Board Committee is to assist the Board in determining the remuneration and employment conditions of TransGrid’s Executive and Senior Management and reviewing the organisational structure of the Corporation.
Committee Structure
The Board Committee - Remuneration and Structure will:
- consist of a minimum of two non-executive directors, with a quorum of at least two non-executive directors;
- meet at least four times per year or more frequently as circumstances require;
- exercise the authority of the Board of Directors to obtain all pertinent information from management; and
- invite members of management or others to attend meetings at its discretion.
Responsibilities of the Committee
In meeting its obligations, the Board Committee - Remuneration and Structure will:
- advise the Board on employment and remuneration strategies for TransGrid’s Executive and Senior Management;
- advise the Board on organisational structure and succession arrangements for TransGrid’s Executive Management;
- determine employment contract and remuneration arrangements for the Managing Director;
- advise the Board on the renewal or extension of the employment contract for the Managing Director;
- determine remuneration arrangements for General Managers;
- consider arrangements for remuneration of Directors on an annual basis following receipt of advice on remuneration from the Shareholding Ministers;
- review the Chair of the Committee on an annual basis;
- review the effectiveness of TransGrid’s employment procedures and guidelines for senior contract officers on an annual basis;
- advise the Board on guidelines for the annual remuneration review of senior contract officers;
- oversee compliance with legislative requirements for the disclosure of executive remuneration and assessments of executive performance in TransGrid’s Annual Report;
- prepare a report to the Board summarising the work performed by the Board Committee at their previous meeting; and
- review the Charter of the Board Committee – Remuneration and Structure on an annual basis.