King Solomon Mines

Remuneration Committee Charter

 

Remuneration Committee Charter

 

The Board of King Solomon Mines Limited (Company) has established a Remuneration Committee (Committee). The purpose of the Committee and the powers of the Committee are set out below.

 

1              Membership of the Committee

 

  • It is the Board’s intention that the Committee comprise at least two members and that one of the Committee members be an independent non-executive director;
  • A quorum for a meeting of the Committee is two members;
  • A decision is made by the Committee if it is unanimously supported by members who are present at the meeting;
  • It is intended that the Chairman of the Committee be the Chairman of the Board; 
  • The CEO, executives and members of management may attend meetings of the Committee by invitation.

 

2              Administrative Matters

 

It is intended that the Committee will normally meet annually or as otherwise required. The Committee may, upon notifying the Board or the Chairman of the Board:

  • seek advice of the Company’s auditors and solicitors; and
  • engage or procure the engagement of independent advisers, as determined by the Committee.

 

All minutes of the Committee will be entered into a minute book maintained for that purpose and will be open at all times for inspection by any director.

 

3              Reporting

 

It is intended that a report of the actions of the Committee and/or a copy of the minutes of the Committee meetings will be included in the papers for the Board meeting next following a meeting of the Committee.

 

The Committee Chair will, if requested, provide a brief oral report to the Board as to any material matters arising out of the Committee meeting. All directors may, within a Board meeting, request information of members of the Committee.

 

4              Responsibilities and functions

 

4.1          Remuneration

 

The role of the Committee in relation to remuneration is to advise the Board on matters relating to the remuneration of the directors and senior executives and employees of the Company.

 

4.2          CEO Evaluation

 

The CEO is the key employee of the Company in general and of the Board in particular.  As such a special relationship exists between the CEO and the Board.  A detailed CEO evaluation is undertaken annually by the Remuneration Committee, with the process co-ordinated by the Chairman.

 

CEO evaluation will utilize both quantitative and qualitative measures.  Evaluation will be judged against the approved strategic plan.

 

The Chairman of the Remuneration Committee will provide a brief report for the full Board after discussion with the CEO.  However, the performance of the CEO is a matter for full Board deliberation.