Business Development Committee Charter 1. Role 1.1 The Business Development Committee ( Committee ) is a committee of the Open Minds Board. 1.2 The Committee s primary role is to assist the Board in overseeing the development, approval and implementation of strategic business development initiatives aligned with Open Minds Strategic Plan. 2. Responsibilities 2.1 The Committee shall be responsible for: a. reviewing the development and implementation of strategic business development initiatives, and ensuring initiatives are consistent with the Strategic Plan; b. reviewing and where appropriate making recommendations to the Board on business growth and diversification opportunities; c. responding to emerging issues related to business development - in this regard reviewing general market conditions and how these may present or limit new business development opportunities; d. reviewing and assessing appropriate business cases and plans prepared by Management, their milestones and timeframes in respect of delivering outcomes on a timely basis. Plans are to have regard to the risk profile and capital adequacy requirements; e. monitoring the outcomes of business development initiatives including receiving regular reports and updates from Management regarding progress; f. performing other functions referred to the Committee by the Board; g. reporting to the Board after each Committee meeting on any matters that should be brought to the attention of the Board and any recommendations requiring Board approval or action; and h. reviewing its own performance annually and reporting to the Board. 3. Authority 3.1 Unless expressly delegated by the Board, the Committee does not have any decision making powers and performs an advisory role only, making recommendations to the Board. 3.2 The Committee may examine any matter in relation to its role, functions and accountabilities, either on its own initiative or at the request of the Board. 3.3 In fulfilling its role and discharging its responsibilities, the Committee has the authority to: a. require members of the management team to attend meetings and/or provide information or advice; and b. seek advice from independent external consultants, subject to the Board s approval and appropriate budgetary provision. Page 1
3.4 The Committee is subject to the direction of the Board. 4. Membership 4.1 The Committee comprises at least two (2) Open Minds Directors, including the Committee Chair.. 4.2 The Committee Chair and members are appointed by the Board for a maximum of 2 years but, provided they are otherwise eligible, may be reappointed upon expiry of any such term. 4.3 The Board must appoint Committee members on the basis of their skills and experience, so that collectively the Committee has the appropriate skills and experience to fulfil its role, functions and accountabilities. 4.4 The Committee Chair must also possess strong leadership and communication skills. 5. Meetings Calling Meetings 5.1 The Committee Chair may call a Committee meeting and must do so if requested by any Committee member or the Chairperson of the Open Minds Board. Frequency 5.2 The Committee must meet as required in order to fulfil its responsibilities but at a minimum, at least quarterly. Mode 5.3 The Committee may meet face to face or via teleconference or videoconference. 5.4 A resolution in writing signed by all members of the Committee, excluding members who have been given leave of absence, is to be treated as a determination of the Committee passed at a meeting of the Committee duly convened and held. 5.5 A resolution in writing may consist of several documents in like form, each signed by one or more Committee members and if so signed it takes effect on the latest date on which a Committee member signs one of the documents. Page 2
Chair 5.6 If the Committee Chair is absent or unable or unwilling to chair a Committee meeting, the Committee members present may appoint a chair for that meeting. Quorum 5.7 A quorum for a Committee meeting is: 2 members; or Voting a greater number of members, as determined by the Committee from time to time. 5.8 Any matters requiring decision by the Committee may be decided by consensus, with no need for formal voting. However, if a consensus is not achievable, a matter may be decided by a majority of votes of Committee members present. Proceedings 5.9 Subject to this Charter, the meetings and proceedings of the Committee are, to the greatest extent practicable, governed by the provisions of the Corporations Act and the Constitution that regulate the meetings and proceedings of the Board. 6. Invitees 6.1 The Chairperson and all Directors of the Open Minds Board have a right to attend Committee meetings. 6.2 The Chief Executive Officer is required to attend Committee meetings, unless informed otherwise by the Committee. 6.3 The Committee may invite other people, including Open Minds management or staff or external advisors to attend its meetings (or any part of a meeting) as it sees fit. 6.4 Invitees to Committee meetings have no right to participate in consensus to decisions or to vote. Page 3
7. Secretary P 2.7.1.20 BUSINESS DEVELOPMENT COMMITTEE CHARTER 7.1 The Company Secretary, or such other person as may be approved by the Committee, shall act as the Secretary to the Committee to assist with the administration of its meetings and reporting duties in consultation with the Committee Chair, including: (c) preparing and sending notices of meetings and agenda to Committee members; compiling and distributing Committee papers; and preparing minutes of Committee meetings and providing them to the Open Minds Company Secretary for inclusion in the Board papers. 8. Planning 8.1 The Committee must prepare an annual plan and calendar outlining the meetings, activities and events the Committee plans to undertake in each year. 8.2 The Committee must provide its annual plan and calendar to the Board for approval. 9. Reporting Meeting and activities 9.1 The Committee must provide minutes of each Committee meeting to the Board at the next Board meeting following the Committee meeting. 9.2 The Committee Chair may also provide a verbal or written report to the Board regarding the Committee s specific activities as deemed necessary by the Committee or requested by the Board. Annual report 9.3 Annually, the Committee must report to the Board on its activities, including: Reviews a summary of the work performed by the Committee to discharge its duties during the year; and the number of Committee meetings held during the year and the number of meetings attended by each Committee member. Review by Committee 9.4 Annually, the Committee must review and report to the Board on: its performance against this Charter; and the adequacy of this Charter. Review by Board Page 4
9.5 At least every 3 years, the Board must review: the Committee s performance against this Charter; and the adequacy of this Charter. 9.6 The review must include surveys of Committee members, the other Open Minds Directors, the Chief Executive Officer and other interested parties as considered appropriate by the Board. 10. Definitions 10.1 For the purpose of this Charter, the term: 10.2 Strategic Plan means the formal strategic plan approved by the Board and updated on a regular basis (at least annually). Page 5