43 Westgold Resources Limited Annual Report 2024 3. PRINCIPLES OF REMUNERATION The Board aims to ensure that remuneration practices for KMP are: – competitive and reasonable, enabling the Company to attract and retain high calibre talent; – aligned to the Company’s strategic and business objectives; – transparent and easily understood, supporting the ease of communication and employee engagement; and – acceptable to shareholders, supporting the creation of shareholder value. 4. REMUNERATION GOVERNANCE The KMP remuneration decision making is guided by the Company’s remuneration governance framework as follows: The Board of Directors (Board) The Board take an active role in the governance and oversight of the Company’s remuneration policies and have overall responsibility for ensuring that the Company’s remuneration strategy aligns with the Company’s short and long-term business objectives and risk profile. The Board considers the recommendations and considerations from the Remuneration and Nomination Committee and approves the remuneration arrangements of executives including fixed and variable remuneration and proposes the aggregate remuneration of NEDs for shareholder approval and sets remuneration for individual NEDs. Remuneration and Nomination Committee (RNC) The Remuneration and Nomination Committee (RNC) is charged with formulating the Group’s remuneration policy, reviewing each director’s remuneration and reviewing the Managing Director’s remuneration recommendations for KMPs to ensure compliance with the Remuneration Policy and consistency across the Group including: – remuneration levels and other terms of employment on an annual basis having regard to relevant market conditions, qualifications and experience of the KMP, and performance against targets set for each year where applicable; and – advising the Board on the appropriateness of remuneration packages structures of the Company, given trends in comparative peer companies both locally and internationally, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high calibre Board and executive team. Recommendations of the RNC are put to the Board for approval. The RNC charter can be found on the Company’s website at https://www.westgold.com.au/ about-us/corporate-governance. External Remuneration Consultants To ensure the Committee is fully informed when making remuneration decisions, it may seek external, independent remuneration advice on remuneration related issues. In January 2024, the RNC engaged The Reward Practice Pty Ltd to undertake a benchmarking exercise and review the existing remuneration arrangements of the Company’s KMPs including Non-Executive Directors against relevant market data. No remuneration recommendation was made in relation to this work. Securities trading policy The Westgold Securities Trading Policy applies to all employees and directors. The policy prohibits employees from dealing in Westgold securities while in possession price sensitive information regarding the Company that is not generally available. Clawback provision If, in the opinion of the Board a KMP acts fraudulently or dishonestly, is in material breach of their obligations to the Company, is knowingly involved in a material misstatement of financial statements or engages in behaviour that results in the satisfaction of vesting conditions in circumstances that in the reasonable opinion of the Board have caused or are likely to cause long term detriment to the Company, then regardless of whether or not the KMPs employment with the Company has terminated, the Board may: – deem any unexercised incentives of the KMP to have lapsed; – adjust the KMPs current or future performance-based remuneration; and – take any other action that the Board considers appropriate, including requiring any benefits obtained under an Executive Incentive Plan by the KMP or their nominee to be returned, repaid or cancelled or alter the outcome on them vesting.
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