The Board of Directors of Imdex Limited has approved the following terms of reference for the Remuneration Committee. This Committee has the authority to review, on behalf of the Board, matters arising in relation to the remuneration of Directors and Senior Management.

Objectives

The objectives of the Remuneration Committee will be to assist the Board in:

• Determining executive remuneration policy
• Determining the remuneration of executive directors
• Reviewing and approving the remuneration of Senior Management
• Reviewing and approving all equity based plans

Composition

Committee members will consist of a majority of non-executive directors of the Board of Imdex.  The Secretary of the Committee shall be the Company Secretary of Imdex.

Meetings

The Committee shall meet as frequently as required but not less than two times a year.  The Secretary will be required to give reasonable notice of a meeting.  Other officers of the Group or external persons may be invited to attend Committee meetings.  The Chairman will call a meeting of the Committee if so requested by any Committee member, any Director or the Auditors.  The Chairman of the Committee shall report the findings and recommendations of the Committee to the Board after each Committee meeting.

Functions and Responsibility

The Committee shall:

• Review and approve the Group’s policy for determining executive remuneration including, but not limited to, retirement benefits and compensation payments, and any amendments to that policy proposed from time to time by management
• Review the on-going appropriateness and relevance of the executive remuneration policy and other executive benefit programs
• Consider whether to seek shareholder approval of the executive remuneration policy
• Oversee the implementation of this remuneration policy within the Group

• Consider and make recommendations to the Board on the remuneration for the Managing Director and any other Executive Director (including base pay, incentive payments, equity awards, retirement rights, service contracts) having regard to the executive remuneration policy. The Committee will need to determine whether any shareholder approvals are required
• Review and approve the proposed remuneration (including incentive awards, equity awards and service contracts) for Senior Management

• Review and approve the design of all executive incentive plans
• Review and approve the total proposed payments from each executive incentive plan

• Review and approve the design of all equity based plans
• Keep all plans under review in the light of legislative, regulatory and market developments
• For each equity based plan, determine each year whether awards will be made under that plan
• Review and approve total proposed awards under each plan
• In addition to considering awards to Executive Directors and Senior Management, review and approve proposed awards under each plan on an individual basis for executives as required under the rules governing each plan or as determined by the Committee
• Review, approve and keep under review performance hurdles for each equity based plan

• Review and approve the remuneration for non-executive directors seeking approval from Shareholders as required

• Changes to the remuneration or contract terms of Executive Directors and Senior Management
• Termination payments to Executive Directors or Senior Management

Other Matters

The Committee shall:

• Examine any other matters referred to it by the Board within the Imdex Group
• Act honestly and exercise the degree of care and diligence expected of a reasonable person

Rights in Obtaining Information from Management

The Committee has the authority to seek any information it requires from any officer or employee of the Imdex Group and such officers or employees shall be instructed by the Board to respond to such enquiries.  The Committee is authorised to take such independent professional advice as it considers necessary.

Decision Making

Where any Committee member has a contrary view to a Committee decision, that view is to be reported to the Board.

Review of Charter

This Charter will be reviewed by the Committee, or the Board at its discretion, from time to time, to ensure that it continues to reflect the letter and spirit of all applicable laws and regulations and Imdex’s commitment to its staff and the community.