Human Resurces & Remuneratin Cmmittee Charter Bank f Queensland 31 May 2018
1Intrductin The Human Resurces & Remuneratin Cmmittee (Cmmittee) has been established by the Bank f Queensland Limited (BOQ) Bard t assist the Bard and the relevant BOQ subsidiary Bards t effectively discharge its respnsibilities t versee the remuneratin plicies and practices f BOQ and its subsidiaries (BOQ Grup) such that these plicies and practices: Fairly and respnsibility reward individuals having regard t perfrmance; and Reflect BOQ s risk management framewrk, and BOQ s legislative and regulatry requirements. The Cmmittee serves as the Cmmittee fr entities within the BOQ Grup that are regulated by the Australian Prudential Regulatin Authrity (APRA). The Cmmittee may deal with and, where applicable, reslve, determine and recmmend all matters that may be delegated by the Bard t the Cmmittee that fall within the scpe f its purpse and duties as set ut in this Charter. 2Rle f the Cmmittee The Cmmittee prvides assistance and makes cnsidered recmmendatins t the Bard in relatin t the fllwing: Review f the BOQ Grup Remuneratin Plicy (Remuneratin Plicy) and t assess the Plicy s effectiveness and its cmpliance with APRA prudential standards. Review f individual remuneratin levels f nn-executive Directrs, the Managing Directr & CEO (MD & CEO), Grup Executives, ther persns whse activities in the Cmmittee s pinin affect the financial sundness f BOQ, any persn r categry f persns that may be specified by APRA, and any ther persn the Bard determines. Review f the remuneratin structures fr each categry f persns cvered by the Remuneratin Plicy. Review f BOQ s gals and bjectives relevant t the remuneratin and perfrmance f the MD & CEO. Review f the shrt-term and lng-term incentive plans fr BOQ s Grup Executives. Review f the design f bth BOQ s remuneratin structure (including superannuatin and incentive schemes), and BOQ s equity based reward plans (Equity Plan). Oversight f general remuneratin practices acrss the BOQ Grup. Review and discuss matters relating t BOQ s diversity, human resurce strategy, successin planning and talent management. 3The Cmmittee 3.1 Cmpsitin The Cmmittee must cmprise a minimum f three independent, Nn-Executive members f the Bard f Directrs. Members will be given the pprtunity t attend technical r prfessinal develpment curses t assist them in keeping up t date with technlgical, legislative, regulatry r ther relevant issues. Membership f the Cmmittee will be reviewed by the BOQ Bard n an annual basis. The Managing Directr & CEO, Grup Executive Peple & Culture, and ther management persnnel may als be invited t attend meetings as required. The Cmmittee may request certain parties t withdraw frm any part f a meeting. The Cmmittee shall have free and unfettered access t any persnnel (internal r external) in carrying ut its duties.
The Cmmittee has authrity t engage, appint and terminate third party experts r advisers, independently f Management. The ability t engage third party experts r advisers is t be undertaken in a manner which ensures that the engagement, including any advice received, is independent and is in line with the requirements set ut in the Crpratins Act 2001 (Cth). The Bank s Cmpany Secretary r his/her designated representative shall be appinted Secretary t the Cmmittee. 3.2 Chair f the Cmmittee The Chair f the Cmmittee will be an independent nn-executive Directr f BOQ and be appinted by the Bard. 3.3 Meetings Frequency The Cmmittee will meet as ften as required t undertake its rle effectively, but n less than fur times per annum and therwise, as required. The Chair f the Cmmittee may call a meeting f the Cmmittee at any time, r if s requested by any member f the Cmmittee. The Cmpany Secretary will prvide adequate ntice t all members f the Cmmittee f any meetings. Qurum A qurum will cnsist f tw independent, nn-executive Directr members. Reprting The Cmmittee shall regularly update the Bard abut material relevant t the Cmmittee s rle and make apprpriate recmmendatins fr apprval by the respective Bard/s. 4Respnsibilities and Duties Withut limiting its rle, t fulfil its duties and respnsibilities the Cmmittee will: 4.1 Remuneratin Plicy & Principles Remuneratin Plicy Review and assess the Remuneratin Plicy s effectiveness and cmpliance with the requirements f APRA s Prudential Standards. Review and make recmmendatins t the Bard in relatin t the Remuneratin Plicy, including the Remuneratin Plicy s nging apprpriateness and relevance at least every tw years r when there are prpsed amendments. The Cmmittee must be satisfied that: all applicable prvisins regarding remuneratin and its disclsure, including superannuatin, as set ut in relevant laws and regulatins are apprpriately reflected in the Remuneratin Plicy; the Remuneratin Plicy encurages behaviur that supprts the BOQ Grup s lngterm financial sundness, grwth and success within an apprpriate risk management framewrk; the Remuneratin Plicy demnstrates a clear relatinship between individual perfrmance and remuneratin; and the Remuneratin Plicy specifies an apprpriate mix f remuneratin, reflecting the shrt and lng term perfrmance bjectives apprpriate t BOQ s circumstances and gals.
Review and recmmend t the Bard n the design & implementatin f cash and equity-based incentive plans, tgether with any applicable perfrmance measures; Review and recmmend t the Bard the methdlgy fr assessing, determining and adjusting incentive awards t ensure perfrmance ver the lnger term, aligned with sharehlder utcmes, is achieved. Emplyee Equity Plans Review the design and terms f all Equity Plans fr apprval by the Bard, including plan rules and applicable perfrmance hurdles. Apprve the intrductin f sub-plans r minr amendments t the Equity Plan rules. Mnitr prgress in relatin t the perfrmance hurdles under the BOQ Grup's equity-based lng term incentive arrangements. 4.2 Perfrmance & Remuneratin Review MD & CEO Review and make recmmendatins t the Bard annually (and where apprpriate, separately t the St Andrew s Grup) f the individual remuneratin arrangements f the MD & CEO, having regard t the Remuneratin Plicy, including: Fixed remuneratin levels; Shrt and lng term remuneratin targets and utcmes (including perfrmance targets); Superannuatin agreements; Any terminatin payments t be made; Retentin and sign-n and equity buy-ut awards; The develpment f any Equity Plan t apply t the MD & CEO; and Any ther frms f remuneratin. In cnjunctin with the Bard Chairman, review and recmmend t the Bard the Cmmittee s evaluatin f the MD & CEO s perfrmance, in light f his/her gals and bjectives and determine the utcme f any perfrmance hurdles in relatin t any Equity Plan in which the MD & CEO may participate, and prvide written ntificatin t the MD & CEO f any such perfrmance determinatin. Executives Review and make recmmendatins t the Bard annually (and where apprpriate, separately t the St Andrew s Grup) f the individual remuneratin arrangements fr Grup Executives, ther executives wh are direct reprts f the MD & CEO and any ther persn the Bard determines having regard t the Remuneratin Plicy, including: Fixed remuneratin levels; Shrt and lng term remuneratin targets and utcmes (including perfrmance targets); Superannuatin agreements; Any terminatin payments t be made; Retentin and sign-n and equity buy-ut awards; Incentive awards t be made t each individual; and Any ther frms f remuneratin. Review and make recmmendatins t the Bard in relatin t the remuneratin structures fr each categry f persns cvered by the Remuneratin Plicy.
Review and make recmmendatins t the Bard, in relatin t specific individual cntractual arrangements fr Grup Executives and ther executives wh are direct reprts f the MD & CEO. Review and make recmmendatins t the Bard n the design and rules f the shrt-term incentive plans fr Grup Executives having regard t the Remuneratin Plicy. Review recmmendatins frm the MD & CEO, and recmmend t the Bard applicatin f discretin t adjust perfrmance based cmpnents f remuneratin dwnwards, r t zer if apprpriate, if the Cmmittee subsequently cnsiders that having regard t circumstances r infrmatin which has cme t light after the grant f the deferred equity (STI r LTI), all r part f the initial grant was nt justified in accrdance with the prvisins f the relevant plan rules. 4.3 Nn-Executive Directr Remuneratin Review and recmmend t the Bard n the remuneratin framewrk, plicies and fee levels fr nn-executive directrs n the Bard, having regard t input frm the Bard s independent remuneratin cnsultant. Review and make recmmendatins t the Bard n the remuneratin framewrk, plicies and fee levels fr nn-executive directrs f subsidiary bards. In making its recmmendatins, the Cmmittee will take int accunt the nn-executive directrs remuneratin principles, as apprved by the Bard frm time t time. Ensure that the structure f remuneratin fr nn-executive directrs is clearly distinguished frm that f executive directrs and ther senir executive, and that any incentives fr nn-executive directrs d nt cnflict with their bligatin t bring an independent judgement t matters befre the Bard. 4.4 Diversity and Human Resurces Review and reprt t the Bard n the BOQ Grup s diversity strategy and the prgress against that strategy acrss the BOQ Grup. Review and endrse the BOQ Grup Peple & Culture strategy and ensure that it is aligned with the BOQ Grup s verall business bjectives t create and drive a high perfrmance culture. 4.5 External Reprting Oversee the preparatin f any relevant remuneratin reprts required by law r any applicable listing rules f a stck exchange, r requested by the Bard, including relevant remuneratin sectins f the annual reprt and ther sharehlder dcuments. The Cmmittee will review, recmmend and prvide relevant assurances t the Bard fr apprval f the Remuneratin Reprt t be included in the annual Directrs Reprt. 4.6 Other Respnsibilities Review and undertake any task that the Bard cnsiders apprpriate in the cntext f this Charter. Review and make recmmendatins t the Bard in respect f the external envirnment n incentive and remuneratin matters in the financial services industry. The Chair f the Cmmittee will supprt the Chairman f the Cmpany in discussin with prxy advisers and sharehlders the annual Remuneratin Reprt and the Cmmittee s activities and areas f respnsibility. Members f the Cmmittee will be available t meet with APRA n request. 5Delegatin The Bard has delegated its authrity t the Cmmittee Chair (n behalf f the Cmmittee) and the Chairman f the BOQ Bard t make any apprvals required under the BOQ Bard-apprved
Remuneratin Gvernance Framewrk. Details f any exercise f this authrity will be reprted at the next Cmmittee meeting fr nting.