People & performance
committee charter

1. PURPOSE

This Charter sets out the role, composition and responsibilities of the People & Performance Committee (the Committee) with respect to Iress Limited and its subsidiaries (the Company).

2. RESPONSIBILITIES

2.1 Remuneration matters

The role of the Committee in relation to remuneration matters is to assist and advise the Board to fulfil its responsibilities on matters relating to the remuneration strategy and policy for all staff, including the executives but excluding directors.

The duties of the Committee in relation to remuneration matters include:

(a) making recommendations to the Board in relation to Company-wide remuneration strategies;

(b) reviewing the remuneration packages for new and current members of the Leadership Team (other than the Managing Director), and approving the base salary and incentives proposed by the Managing Director under these packages;

(c) through oversight of remuneration strategies for the Leadership Team, encouraging members of the Leadership Team to pursue the growth and success of the Company without rewarding conduct that is contrary to the Company’s values, policies and risk appetite;

(d) following the recommendation of the Managing Director, approving the remuneration and incentive policies of all other employees with reference, where considered appropriate, to the trends relevant to the industry in which they operate;

(e) administration of employee equity plans including approving awards under such plans, approving the terms on which the equity awards are offered, approving vesting outcomes, exercising discretion as provided for under past offers and amending, suspending and cancelling the plans; and

(f) reviewing the superannuation and pension arrangements for employees on the recommendation of the Managing Director.

2.2 Appointments, performance & succession

The Committee is also responsible for:

(a) reviewing the performance evaluations prepared by the Managing Director for members of the Leadership Team (other than the Managing Director), and reporting on these evaluation criteria and their application to the Board; and

(b) developing and regularly reviewing succession plans prepared by the Managing Director for members of the Leadership Team (other than the Managing Director).

2.3 Monitoring & reporting

The Committee is also responsible for:

(a) monitoring key appointments and departures as well as trends relating to recruitment, retention, termination, leave and diversity statistics, any key work health and safety issues and people function projects;

(b) overseeing the preparation and content of the annual remuneration report to ensure that it meets regulatory and legal disclosure requirements, and recommending the report to the Board; and

(c) ensuring that management has in place and applies appropriate people management policies and practices.

2.4 Collaboration with other Subcommittees

If a risk or matter relevant to the business of the Audit and Risk Committee (ARC) comes to the attention of this Committee, the Committee shall ensure that the issue is brought to the attention of the ARC.

If the ARC refers to this Committee a risk or matter relevant to the business of this Committee, the Committee shall examine the issue and take such actions as may be required, including making recommendations to the ARC, management or the Board as appropriate.

2.5 Diversity & inclusion

The Committee, in conjunction with the Board, is responsible for:

(a) monitoring diversity and inclusion across the Company, including by conducting annual reviews of the Board’s progress against objectives in the composition of a diverse and inclusive Board, leadership team and workforce generally; and

(b) setting the Company’s diversity and inclusion strategy and establishing measurable objectives related to gender diversity and overseeing and reporting progress against achievement of those measurable objectives.

3. ACCESS

The Committee has full delegated authority from the Board to fulfil its responsibilities, including

(a) having access to adequate internal and external resources, including having unrestricted access to management, employees and information the Committee considers relevant to its responsibilities under the Charter; and

(b) obtaining independent advice, at the Company’s expense, including engaging and receiving advice and recommendations as needed from appropriate independent experts.

4. COMPOSITION & PARTICIPATION

The Committee will consist of at least three members appointed by the Board after due consideration of the composition and skill requirements for the Committee.

The majority of members and the Chair must be independent directors of the Company Board (Board). The Managing Director is not eligible to be a member of the Committee. Participation on the Committee is in addition to the other duties of a director of the Board.

5. CONDUCT & FREQUENCY OF MEETINGS

Committee meetings will be conducted as follows:

(a) The Chair of meetings shall be determined in accordance with article 12.17 and 12.18 of the Company’s Constitution.

(b) A quorum for meetings of the Committee shall be determined in accordance with article 12.15 of the Company’s Constitution. Directors who are not members of the Committee are entitled to attend Committee meetings.

(c) The Committee will meet at least three times a year. The Chair will call additional meetings if so requested by any Committee member.

(d) The primary functions, responsibilities and composition of the Committee, along with the attendance by members of the Committee meetings, will be disclosed in the Annual Report.

6. EXECUTIVES

A person who holds an executive capacity is not entitled to be present when his or her own salary or fee is discussed at a meeting or when his/her performance is being evaluated.

7. SECRETARY

The Company Secretary of the Company shall act as secretary to meetings, or in the absence of the Company Secretary a suitable alternative approved by the Committee Chair.

8. VOTING

Matters arising for determination shall be decided in a manner consistent with article 12 of the Company’s Constitution.

9. MINUTES

The minutes of the meeting will be managed as follows:

(a) the secretary will prepare minutes of meetings of the Committee and have them approved by the Committee Chair;

(b) minutes of meetings will be confirmed at the next meeting of the Committee;

(c) minutes of Committee meetings will be included in the papers for the next meeting of the Board following the date of the Committee meeting; and

(d) minutes of Committees meetings must be entered into the minute book within one month after the relevant meeting, signed within a reasonable time after the meeting by the Chair of that meeting, or a succeeding meeting.

10. REVIEW OF CHARTER

The Charter shall be reviewed annually by the Board on advice from the Committee to keep it up to date and consistent with the Committee's authority, objectives and responsibilities.

All amendments to the Charter are to be approved by the Board.

11. PUBLICATION OF CHARTER

A copy of this charter is available on the Company website.

Updated January 2024.