Cryosite : CTE - Nomination and Remuneration Committee Charter 7-FEB-2017

Nomination and Remuneration Committee Charter Cryosite Limited

ACN 090 919 476

Nomination and Remuneration Committee Charter

1. Introduction

2. This Charter governs the composition, membership, roles and responsibilities of the Nomination and Remuneration Committee (Committee) of Cryosite Limited (Company).

3. The operation of the Committee is also governed, where applicable, by the constitution of the Company (Constitution).

4. Objectives

5. The purpose of the Committee is to provide advice, recommendations and assistance to the board of directors of the Company (Board) with respect to:

6. identifying nominees for directorships and other key executive appointments;

7. the composition of the Board including the appointment and re-election of directors;

8. ensuring that effective induction and education procedures exist for new Board appointees and key executives;

9. ensuring that appropriate procedures exist to assess and review the performance of the chairperson (Chair), non-executive directors, Senior Executives (including senior and key officers of the Company) (Senior Executives) in Board Committees and the Board as a whole;

10. putting in place remuneration policies which are designed to attract and retain high quality directors, and attract, retain and motivate senior executives, with the expertise to enhance the performance and growth of the Company and create value for security holders;

11. putting in place remuneration policies that clearly distinguish the structure of

    non-executive directors' remuneration from that of executive directors and senior executives;

12. ensuring that the level and composition of remuneration packages are fair, reasonable and responsible and:

13. in the case of executive directors and senior executives, encourage them to pursue the growth and success of the Company (both in the short term and over the longer term) without taking undue risks; and

14. in the case of non-executive directors, do not conflict with their obligation to bring an independent judgement to matters before the board; and

15. making recommendations as to whether there is any gender or other inappropriate bias in remuneration for directors, Senior Executives or other employees.

16. The Committee should provide the Board with sufficient information to make informed decisions with respect to the remuneration of executive directors and senior management.

17. Ultimate responsibility for the Company's remuneration policy rests with the full Board, notwithstanding the establishment of the Committee.

18. Composition
19. Members

20. To the extent practicable given the size and composition of the Board from time to time, the Committee should have at least two members, The members of the Committee will be appointed and removed by the Board.

21. To the extent practicable given the size and composition of the Board from time to time, the Committee should have appropriate diversity of membership to avoid entrenching unconscious bias.

22. Expertise

    Members of the Committee must have an appropriate level of understanding of:

23. the principles of corporate governance, including knowledge of the Australian Securities Exchange (ASX) Corporate Governance Council's Principles and Recommendations;

24. the Company's businesses and organisation structure;

25. the functions of the Board and the various roles and responsibilities of directors and other Senior Executive positions;

26. Company management, at a senior management level;

27. the disclosure requirements under the Corporations Act 2001 (Cth) and the ASX Listing Rules in respect to executive and director remuneration; and

28. the complexities involved in negotiating and determining executive remuneration packages.

29. Chair and Secretary

30. To the extent practicable given the size and composition of the Board from time to time, the Committee will be chaired by an independent director.

31. The Company secretary will act as secretary of the Committee (Secretary) unless determined otherwise by the Board.

32. Meetings
33. Frequency

    The Committee will meet as frequently as required but must, at a minimum, meet twice a year.

    The Secretary must call a meeting of the Committee if requested to do so by any member of the Committee or Board.

34. Agenda and notice

    The Secretary will be responsible, in conjunction with the Chair, for drawing up the agenda (supported by any necessary explanatory documentation) and circulating it to Committee members prior to each meeting. The Secretary must notify members of the Committee of

    the date, time and location of Committee meetings as far in advance as possible, but not less than 3 days before the meeting.

35. Quorum

    A quorum for Committee meetings will be at least 2 members. To the extent that a member of the Committee is an independent director, one of the members of the quorum must be an independent director.

36. Minutes

    The Secretary is responsible for taking minutes of each meeting and distributing them to Committee members as soon as practicable after the close of the meeting.

37. Attendance

    The Committee may invite any person to attend part or all of any meeting of the Committee as it considers appropriate. Voting at Committee meetings is restricted to Committee members. Any member of the Board may attend a meeting on request.

38. Objectivity

39. The Committee has the right to seek internal and external advice when it considers such advice necessary in order to fulfil its responsibilities.

40. Senior Executives must supply the Committee with information in a form, timeframe and of a quality that will enable the Committee to effectively discharge its duties.

41. The Committee must ensure that it obtains sufficient information to enable it to make informed decisions with respect to the advice and recommendations it provides to the Board.

42. A member of the Committee is not entitled to be present at a Committee meeting, nor give advice or recommendations to the Board, regarding:

43. the level or composition of his or her remuneration; and

44. the evaluation of his or her performance as a director of the Company.

45. The Committee may seek input from individuals on remuneration policies, but no individual should be directly involved in deciding their own remuneration.

46. If the Committee includes an executive director, they should be alive to the potential conflict of interest in being involved in setting the remuneration for other executives which may indirectly affect their own (for example, through setting a benchmark or because of relativities).

47. Responsibilities of the Committee
48. Executive remuneration policy

49. The Committee is responsible for providing the Board with advice and recommendations regarding the ongoing development of an executive director and Senior Executive remuneration policy that: