Board Remuneration Committee Charter OBJECTIVE The objective of the Board Remuneration Committee (the Committee ) is to make recommendations to the Boards of Voting Directors of Macquarie Group Limited ( Macquarie ) and Macquarie Bank Limited ( the Bank ) (together, the Boards ) that promote appropriate remuneration policies and practices for the Macquarie Group (the Group ) and to oversee that these remuneration policies and practices: are appropriate from Macquarie s shareholders perspective and align the interests of shareholders and staff to enhance the Group s performance in a manner that supports the long-term financial soundness of Macquarie. This has been a key element of Macquarie s success support Macquarie s risk management framework are structured to assist in attracting and retaining staff who are critical to Macquarie s success are consistent with agreed Macquarie policies are consistent with and promote Macquarie s Goals and Values are applied fairly comply with relevant legal and regulatory requirements. ALLOCATION OF RESPONSIBILITIES BETWEEN BOARD COMMITTEES The allocation of responsibilities between Board Committees is described in the Corporate Governance Statement in Macquarie s Annual Report. ADMINISTRATION Membership The Committee will consist of at least three Non-Executive Voting Directors. All members of the Committee must be Non-Executive Directors and the majority of Committee members must be Independent Directors as defined by Macquarie s policy on the independence of Directors. Chairman One of the Independent Director members shall be appointed Chairman of the Committee by the Board. If the Chairman of the Committee is not present at a meeting of the Committee, the members present may elect another Independent Director to act as Chairman for that meeting. The role of the Chairman of the Committee is to: determine the agenda for meetings of the Committee in conjunction with the Secretary of the Committee chair meetings of the Committee and take reasonable steps for the proper functioning of the Committee, including the proper conduct of meetings and an appropriate level of discussion
take reasonable steps regarding the adequate flow of relevant information to the Committee take reasonable steps to advise the Board on the Committee s recommendations to the Board on matters falling within the scope of the Committee s responsibilities review the minutes of meetings of the Committee for circulation to and approval of the Committee, and sign the approved minutes act under a delegation of the Committee, including liaising on behalf of the Committee with consultants advising the Committee. MEETINGS Frequency of meetings The Committee will hold at least six regular meetings each year and such additional meetings as the Chairman of the Committee shall deem appropriate in order to fulfil its duties. In addition, the Chairman of the Committee is required to call a meeting of the Committee if requested to do so by: any Committee member; the Managing Director; or any other Voting Director. Attendance by non-members All Voting Directors of Macquarie may attend Committee meetings. The Managing Director of Macquarie shall normally be invited to attend Committee meetings at the invitation of the Committee but will have no voting rights. Members of management and/or parties external to the Group may be invited to attend any meeting of the Committee or part thereof. However, they may be asked to withdraw from all or any part of a meeting. Meetings other than in person Where deemed appropriate by the Chairman of the Committee, meetings may occur via conference call or other electronic means and approvals and recommendations may occur via written resolution. Conflicts The Macquarie Board approved Guidelines for Board Members Declaring and Dealing with Conflicts of Interest will apply to meetings of the Committee. Secretary The Company Secretary (or delegate as approved by the Committee) will act as Secretary of the Committee and shall be responsible, in conjunction with the Chairman of the Committee, for drawing up the agenda (supported by explanatory documentation and papers) and circulating the Committee papers to Committee members prior to each meeting. Voting Directors of Macquarie may request papers for or from any meeting and will be notified in advance of the agenda of forthcoming meetings. The Secretary will also be responsible for keeping the minutes of meetings of the Committee and circulating them to the Chairman of the Committee for review, the other Committee members, the other members of the Macquarie Board and other Committee meeting attendees as appropriate.
Quorum A quorum shall consist of two members eligible to vote. Voting A motion shall be passed by a: (i) (ii) simple majority of votes cast in favour by members present and eligible to vote; or resolution in writing signed by at least three quarters of Committee members eligible to vote and will be deemed to have been passed at the time at which the last required Committee member signs the document. Notwithstanding Macquarie s constitution, the Chairman of the Committee will not exercise a casting vote. In the event of an equal number of votes being cast for and against a motion, the motion will be referred to the Board for resolution. DUTIES AND RESPONSIBILITIES 1 Executive remuneration policy and framework recommendations 1.1 The Committee has the duty and responsibility to review the Remuneration Policy and recommend it to the Macquarie Board for approval. This includes conducting regular reviews of, and making recommendations to the Macquarie Board on the following: (a) assessing the effectiveness of the Remuneration Policy and compliance with legal and regulatory requirements (b) material changes to the Remuneration Policy, including remuneration structure, retention and termination policies for all staff (c) material changes to the recruitment policies and procedures for Macquarie s senior management team (Executive Committee and other Operating Group Heads) (d) appropriate levels of delegated responsibility from Macquarie s Board to management for remuneration-related policies and practice decisions (e) the continued application of the profit share methodology and any adjustments. 1.2 The Committee has the duty and responsibility to review and make recommendations to the Macquarie Board on the structure of remuneration paid by the Macquarie Group to third parties in cases where the services provided by the third party may affect the financial soundness of Macquarie Group. 2 Executive remuneration recommendations 2.1 The Committee has the duty and responsibility to review and make recommendations to the Boards of Macquarie and the Bank, as relevant, in relation to the following: (a) all individual remuneration and profit share recommendations for members of the respective Executive Committees and other Executive Voting Directors (including the Managing Director), Designated Executive Directors and other persons whose activities may in the Committee s opinion affect the financial soundness of Macquarie and the Bank ( Specific Remuneration Recommendations ) (b) all individual Performance Share Unit grants to members of the respective Executive Committees, with the proviso that grants to Executive Voting Directors (including the
Managing Director) must be approved by shareholders at the Annual General Meeting (c) other remuneration recommendations relating to individuals or groups of individuals which are disclosed or are significant because of their sensitivity or precedent implications, or because they are specifically covered by regulatory standards ( Significant Remuneration Recommendations ) (d) determination of the total Performance Share Unit pool available for Executive Committee Members. 3 Non-Executive Director remuneration 3.1 The Committee has the duty and responsibility to review and make recommendations to the Macquarie Board relating to: (a) the remuneration framework for the Non-Executive Directors of Macquarie and the Bank (b) remuneration recommendations for Non-Executive Director fees. 4 Executive remuneration policy and implementation approvals 4.1 The Committee has the authority to review and approve the following on behalf of the Macquarie Board: (a) changes to remuneration, recruitment, retention and termination policies and procedures not requiring Board approval (b) material changes to superannuation/pension arrangements (c) the percentage of Executive Directors retained profit share allocated to Macquarie shares and Macquarie-managed fund equity (d) the specific notional portfolio allocations of retained profit share amounts for individual Executive Directors. 4.2 The Committee has the authority to monitor the implementation of the executive remuneration policy, including an annual review of compliance with the Executive Director minimum shareholding requirements. 5 Executive remuneration approvals 5.1 The Committee has the authority to review and approve the following on behalf of the Boards: (a) all profit share recommendations for Executive Directors, other than those required to be approved by the Boards of Macquarie and the Bank. This review is to include consideration of the performance of the Executive Directors, other than those covered by the Specific Remuneration Recommendations and the Significant Remuneration Recommendations referred to above (b) individual fixed remuneration recommendations for Executive Directors that result in increases >30% or fixed remuneration higher than agreed thresholds. Any changes to thresholds to be approved by the Committee (c) remuneration recommendations made outside of policy relating to individuals or groups of individuals, subject to the Specific Remuneration Recommendations and the Significant Remuneration Recommendations referred to above (d) the standard number of Director promotion equity grants to staff.
6 Remuneration reporting 6.1 The Committee has the responsibility to review with management and the external auditors and make recommendations to the Board Audit Committee that the Remuneration Reports of Macquarie and the Bank are in accordance with the Corporations Act 2001, including complying with relevant Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements. 7 Engagement of remuneration consultants 7.1 The Committee is required to approve the engagement of independent remuneration consultants when obtaining advice on the appropriateness of remuneration packages and other employment conditions as required for Executive Committee members, other Executive Voting Directors (including the Managing Director) and Non- Executive Directors. The Chairman will be responsible for liaising on behalf of the Committee with consultants advising the Committee. 8 Availability to meet with the Australian Prudential Regulatory Authority (APRA) 8.1 The Committee must be available to meet with APRA after notification. 9 Periodic review 9.1 The Committee has the responsibility to: (a) review the Committee Charter annually and recommend any proposed changes to the Board for approval. (b) conduct a periodic, but at least biennial, evaluation of the Committee s performance and the extent to which the Committee has met its Charter. ACCESS The Committee shall have free and unfettered access to risk and financial control personnel and other parties (internal and external) as required by the Committee to carry out its duties. Committee members may seek independent professional advice for company related matters at Macquarie s expense, subject to the estimated costs being approved by the Chairman of the Board, in advance, as being reasonable. REPORTING The Committee, through its Chairman, is to advise and make recommendations to the Boards on matters falling within the scope of its responsibilities. Such advice may be in the form of minutes of its meetings, supporting papers, and written or oral reports at Board meetings. Date: 02 May 2013