Remuneration Committee Charter

PURPOSE

The purpose of the CIC Australia Limited ("CIC") Group Remuneration Committee is to assist and advise the Board on remuneration packages and policies applicable to the CEO, senior executives and the directors themselves.

COMPOSITION

The Committee must comprise of at least two directors, who shall be non-executive directors.

The Chairman of the Committee must not be the Chairman of the Board.

The Committee shall meet as frequently as required and at least once a year.

The retirement and appointment of members will occur at such time as determined by the Board.

RESPONSIBILITIES

The Committee is responsible for reviewing and recommending to the Board:

• the remuneration policies of the Group;
• the remuneration packages of the Executive Directors;
• incentive policies and share option schemes;
• incentive performance packages;
• superannuation entitlements;
• fringe benefit policies;
• professional indemnity and liability insurance policies;
• setting termination policies and procedures for executives and directors;
• evaluating the performance of the CEO; and
• monitoring management succession planning.

The Committee delegates to management the granting of salary increases for staff and executives within the company. Management are to determine salary levels in accordance with the Remuneration Policy adopted below.

REMUNERATION POLICY

The broad remuneration policy is to ensure the remuneration package properly reflects the person’s duties, responsibilities and level of performance and that remuneration is competitive in attracting, retaining and motivating people of the highest quality.

Executive directors and employees remuneration packages involve a balance between fixed and incentive pay. They may receive bonuses based on the operating performance of the Group. These bonuses are at the discretion of the Remuneration Committee. The Committee has the discretion to move outside the formula where it feels that value creation warrants consideration. Equity based remuneration may also be used as an effective form of remuneration.

Total fees paid to non-executive directors are determined by shareholders in general meeting and are set out in CIC’s Constitution. The total fees currently approved for all non-executive directors is $300,000. These fees are split among the non-executive directors based on recommendations by the Remuneration Committee. Non-executive directors do not receive any performance related remuneration.

The Corporate Governance Statement of the Annual Report will contain the following information concerning remuneration:

• broad structure and objectives of the remuneration policy and its relationship to company performance;
• the amount of remuneration and all monetary and non-monetary components, for each of the five highest-paid executives for the year and for all directors. This disclosure will include:
  • salary;
  • fees;
  • non-cash benefits;
  • bonuses accruing in respect of that year;
  • superannuation contributions;
  • other payments in relation to termination and retirement from office;
  • value of shares issued and options granted; and
  • motor vehicles and other benefits.

Any loans to executives and directors will be included with this disclosure, including the amount and the interest rate.

At the time of issue of this document, there do not exist any termination agreements or contracts with directors or executives of CIC.