Nomination Committee Charter

Introduction

This Charter sets out the role, structure and responsibilities of the Nomination Committee established by the Board of Cooper Energy Limited (Cooper Energy).

Role of the Nomination Committee

The role of the Committee is to make recommendations to the Board, and otherwise to assist the Board with its oversight responsibilities, in relation to:

  • the structure and composition of the Board; and
  • the performance of the Board, Board Committees and individual Directors.

The ultimate responsibility for, and power to make, company decisions with respect to these matters remains with the full Board.

Cooper Energy will provide the Committee with resources and information, including access to management, to enable the Committee to undertake its duties. The Committee is authorised to consult directly with Cooper Energy’s external advisers and its external and internal auditors (without management being present), and, on approval from the Chairman of the Board, to obtain independent advice, at Cooper Energy’s cost, as it considers necessary or appropriate to fulfil its duties.

Membership and meetings

The Committee will comprise not less than 3 non-executive directors appointed by the Board,  who will be independent directors. The chairman of the People and Remuneration Committee will be a member of the Committee.

The Board will appoint the chairman of the Committee. The chairman must be independent and may be the chairman of the Board, however, a separate chair should be appointed if and when the Committee is dealing with the appointment of a successor to the chairman.  The chairman will be involved in selection of Committee members and oversee planning and conduct of Committee meetings and presentations to the Board from the Committee.

The Committee may form sub-committees to be responsible for and make recommendations to the Committee or to the Board.

The Committee will meet at least once during each year and otherwise the chairman of the Committee will call meetings as and when necessary or appropriate.  Any Committee member may call a meeting of the Committee.  The Committee may invite any director, senior manager or other staff member, or external or internal auditor, to attend all or a part of a meeting of the Committee. The Managing Director/CEO has a standing invitation to all Committee meetings (unless the Managing Director/CEO has a conflict of interest and elects not to attend or is directed by the chairman not to attend).

A quorum for a meeting of the Committee will be 2 members. All matters will be decided by a majority of votes of members present.

The Company Secretary will be responsible for taking and keeping minutes of Committee meetings and circulating minutes to all Committee members. Minutes will be included in the papers for the next meeting of the Board following the Committee meeting.

The Committee will report to the Board on all actions and recommendations of the Committee and such other matters as required by the ASX Corporate Governance Principles and Recommendations (from time to time). 

Responsibilities

The Committee is responsible for matters referred to it by the Board.

Selections and Nominations

The Committee reviews and makes recommendations to the Board on the appointment, re-election and retirement of Directors, including justification of the recommendations for appointments and providing details of qualifications and experience. A range of criteria, including experience, professional skills, personal qualities and availability, are considered in connection with the appointment of Directors so as to constitute a Board with a desirable mix of skills and diversity. 

The Committee will develop and regularly review a board “skills matrix” to ensure that the composition of the Board covers the skills needed to address existing and emerging business and governance issues relevant to Cooper Energy.

Where required by the Board, the Committee will conduct searches for new Board members and recommend preferred candidates to the Board.

Non-executive Directors are required to provide details of other commitments and an indication of time involved and, prior to their appointment or being submitted for re-election, to confirm in writing that they will have sufficient time to properly perform their role at Cooper Energy.  

The Committee regularly considers the time required from a non-executive Director and whether Directors are meeting that requirement.

Succession Planning

The Committee regularly considers any succession plans that are in place to ensure that they provide for a mix of skills, experience, expertise and diversity amongst Directors.

The Committee considers plans to manage the succession of the Managing Director.

Induction and professional development

The Committee oversees the induction program for new Directors and considers the training and development needs of Directors, and resources allocated to developing and maintaining Director skills and knowledge, to ensure that the Directors have and maintain the necessary skills and knowledge required to fulfil their role on the Board and its committees effectively.

Performance evaluation

The Committee develops and implements the processes for evaluating the performance of the Board, its Committees and individual Directors.

Review

The Committee will annually review its role and responsibilities and evaluate the effectiveness of its performance. Any recommendations arising from a review will be put to the Board for consideration.

The Committee will review this Charter annually to ensure it is consistent with the Committee’s authority, role and responsibilities.  Any proposed amendments to this Charter arising from a review will be put to the Board for consideration.

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