33 Westgold Resources Limited Annual Report 2023 2. R EMUNERATION AND NOMINATION COMMITTEE RESPONSIBILITIES Remuneration and Nomination Committee duties The Remuneration and Nomination Committee is a subcommittee of the Board and are chartered to: – Oversee formulation and review of the Company’s organisational development, succession planning for the Group’s Executive Directors and senior executives; – Approve, review and refer to the Board matters relating to the appointment and the removal of executives who report directly to the Managing Director and or Executive Director to ensure that an appropriate Board succession plan is in place; – Ensure that the performance of the Board and its members is regularly reviewed; and – Assist the Chair in advising Directors about their performance and possible retirement. Remuneration report at FY2022 AGM The FY2022 remuneration report received positive shareholder support at the FY2022 AGM with a vote of 94% in favour. Director succession planning The Remuneration and Nomination Committee continually considers the changing needs of the Group with the aim to maintain consistent governance over all activities. During the financial year, Westgold appointed David Kelly as a Non-Executive Director on 5 November 2022. The Board structure as at 30 June 2023 is as follows: Name Position Hon. CL Edwardes AM Non-Executive Chair WC Bramwell Managing Director FJ Van Maanen Non-Executive Director GR Davison Non-Executive Director JL Matthys Non-Executive Director DN Kelly Non-Executive Director 3. REMUNERATION GOVERNANCE The Remuneration and Nomination Committee makes recommendations to the Board on: – Non-Executive Director fees; – Executive remuneration (Directors and senior executives); and – The executive remuneration framework and incentive plan policies. The Remuneration and Nomination Committee assess the appropriateness of the nature and amount of remuneration of Non-Executive Directors and executives on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of high performing Directors and executive team. The composition of the Remuneration and Nomination Committee is set out on this page of this financial report. Use of remuneration advisors The Remuneration and Nomination Committee did not engage any remuneration advisors during the current year.
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