CHARTERS

Board Charter

The Board of Directors Charter sets out the Company’s corporate governance policy that defines the respective roles, responsibilities and authorities of the Board and of Management in the governance, management and control of the organization.

This Charter should be read in conjunction with the Company’s Constitution and the Participants Agreement. If a dispute in content or meaning arises, the wording of the Constitution prevails.

Commercialisation & Adoption Committee Charter

The C&A Committee has been established by resolution of the Board to provide the Board with advice and recommendations in relation to the following:

ensuring integration of research, development, commercialisation and adoption processes;
matters of Corporate Governance and Risk Management in the area of commercialisation & adoption;
intellectual property management, protection and training/awareness of CRC staff including establishment and maintenance of a Sheep CRC Intellectual Property Register;
strategies for the adoption and commercialization of Sheep CRC IP;
delivery and reporting of DEST Outcomes, Outputs and Milestones; and
portfolio management of CRC products.

Finance & Compliance Committee Charter

The Finance & Compliance Committee has been established by resolution of the Board to oversee the financial affairs of the Company and review and make recommendations to the Board about the financial affairs and policies of the Company.

The Committee shall consider any matters relating to the financial affairs of the Company and shall monitor, review, assess risks and provide recommendations to the Board.

Remuneration Committee Charter

The duties of the Remuneration Committee are to:

assist the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and policies including incentive policies for directors and senior executives;
assess the market to ensure that senior executives are being rewarded commensurate with their responsibilities;
obtain the best possible advice in establishing salary levels;
set policies for senior executives' remuneration;
review the salary levels of senior executives;
review recommendations from the CEO relating to proposed merit increases for direct reports;
propose, for full Board approval, the terms and conditions of employment for CEO;
undertake a review, which will be reported to and confirmed by the full Board, of the CEO's performance, at least annually, including setting with the CEO KPIs for the coming year and reviewing progress in achieving those goals;
review the Company's recruitment, retention and termination policies and procedures for senior management;
review and make recommendations to the Board on the Company's incentive schemes;
review and make recommendations to the Board on the Company's superannuation arrangements; and
review the remuneration of both executive and non-executive Directors and make recommendations to the Board on proposed changes.