Nomination & Remuneration Committee Charter
1.Purpose & Scope
Welcome to Nairtime Nigeria’s Nomination & Remuneration Committee Charter.
The Nairtime Group has elected to establish a committee to be known as the Remuneration Committee (“the Committee”) to assist the Board of Directors (“the Board”) in the nomination and remuneration of Directors, and other Executive Management personnel, for the service they provide to the Company.
Neither the appointment nor the duties of the Committee reduce the functions and duties of the Board or the Directors of the Company who must continue to exercise due care and diligence in accordance with their statutory and fiduciary duties.
This charter applies to Nairtime and each of its subsidiaries. Accordingly, this charter will refer to Nairtime Group and its subsidiaries as “Nairtime”, the “Group” or the “Company” interchangeably.
The Committee should mainly make recommendations to the Board for approval or final decision. The Members, resources, responsibilities and authority (composition, functions and operation) of the Committee to perform its role effectively, are stipulated in this charter which may be amended by the Board as and when required.
1.1.Amendments
The Committee shall review and assess the adequacy of this charter annually and recommend any proposed changes to the Board of Directors for approval.
Any amendment of these processes and procedures may be made only by Board of Directors. Any such waiver shall be disclosed to the extent and in the manner required by relevant regulations and applicable international best practice governance standards.
2. Composition & Structure
2.1.Members & Quorum
Due to the nature of the Committee’s mandate, the Chairman of the Board, Executive Directors and members of Management Team (“MT”) shall not be eligible for appointment as Committee Members.
From amongst the Committee members, the Board shall appoint the Committee Chairman.
The Chair (or in their Chair’s absence, their nominee) shall preside at all Committee Meetings and perform any duties as may be assigned by the Board from time to time.
The Chair shall also be responsible for ensuring that key actions taken, and significant matters discussed by the Committee are reported to the Board on a regular basis.
In the absence of the Committee Chairman, the remaining members present shall elect one of themselves to chair the meeting. The Chairman of the Board shall not be Chairman of the Committee.
A quorum shall be a majority of members. Where a member declares an interest and is recused from the meeting, the meeting shall remain quorate during their absence.
Committee Members are expected to attend all meetings of the Committee, unless an apology with reasons has been submitted to the Chairman or the Company Secretary.
A resolution in writing signed by a majority of the members of the Committee shall be as valid and effectual as if it has been passed at a duly constituted meeting of the Committee, provided that each member of the Committee shall have been afforded a reasonable opportunity to express an opinion on the matter to which such resolution relates.
2.2.Meetings
Only Committee Members and the Committee have the right to attend Committee Meetings. However, other individuals such as the CEO (or their nominee), the Head of People Operations and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
The Company Secretary shall attend each Committee Meeting in their capacity as Committee Secretary. In the event of any Committee Meeting where the Secretary is not present, the Chair shall act as of or designate an acting Secretary.
Committee Meetings may be held in person (anywhere in the world) or through telephonic or other electronic means, or any combination of these formats provided that the required quorum is. Members taking part through such electronic means will be entitled to vote and be counted in the quorum accordingly.
The CEO shall have unrestricted access to the Chairman or any other Committee Member as required in relation to any matter falling within the remit of the Committee, other than the CEO’s remuneration.
Committee Meetings shall be held as frequently as the Committee, in consultation with the Company Secretary, considers appropriate, but it shall normally meet not less than twice a year. Meetings may be called by any Committee Member, the Committee Chairman or the Committee Secretary. Notice of meetings will be distributed to all members by the Company Secretary.
Notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, along with supporting papers shall be forwarded to each member of the Committee at least 10 (ten) business days prior to the scheduled meeting.
Proceedings at meetings of the Committee will be conducted in English.
Minutes of the meeting will be taken by the Committee Secretary and these shall be presented within 10 (ten) business days from the date of the meeting, where reasonably possible, and shall be circulated to the Committee members.
The minutes will be in English and the Company Secretary will keep copies of all approved minutes in the Company’s minutes book.
2.3.Voting Rights
Each member of the Committee will have one vote.
The Committee shall only have decision-making powers in respect of such duties, if any, where decision-making power has been specifically delegated by the Board to the Committee in this charter. In respect of all other duties as contained herein, the Committee shall only have the power to make recommendations to the Board.
All decisions of the Committee will require a majority of the members attending (whether in person or by proxy) voting in favour. If the majority required is not obtained the decision in question may be referred by the Committee Chairman to the Board for consideration and, if thought appropriate, approval.
The Committee may establish and delegate authority to any member or sub-Committee to assist it in carrying out certain of its functions. Such delegation, and the extent thereof, shall be properly recorded in a formal resolution of the Committee passed at a meeting of the Committee or via written resolution.
3. Duties & Authorities
3.1.Nominations & Removals
The role of the Committee is to provide an independent and objective body that shall assist the Board in ensuring that the Company is helmed by the most qualified of candidates in the seniormost positions of authority and influence in the Company, so as to promote the long-term success of the Company and the achievement of its strategic objectives in the short, medium and long term.
3.1.1.Directors
A Shareholder may nominate a Director or remove a Director it appointed by notice in writing to the Company.
If a Director dies, resigns, retires or is incapacitated and is removed as a Director, the Shareholder which nominated that Director may nominate another Director in accordance the provisions of this Charter.
If a Director is or becomes prohibited by Law from acting as a Director, the Shareholder which nominated that Director shall promptly remove such Director.
A Shareholder removing a Director, or which was obliged to remove a Director but has failed to do so requiring the other Shareholders to do so, or whose Director resigns from office as a Director under the Articles, shall indemnify the other Shareholders and the Company from and against any liability for compensation for loss of office, any claim for unfair or wrongful dismissal or otherwise arising in connection with that Director ceasing to hold office as a Director.
3.1.2.Management Team
The Committee is responsible for the nomination and appointment of the MT.
Any person holding or to hold office as the CEO or as a Department Head shall be appointed (and may be removed) by the Committee in accordance with the provisions of this clause. In advance of any appointment of a person who is being considered by the Board for appointment to hold office as the CEO or a Department Head, the Committee shall prepare a list of identified potential candidates (such list to be reasonable in terms of quality and quantity of candidates) (a Candidate List).
The Candidate List shall be subject to approval by a Simple Majority, which must include the consent of two Directors appointed by the Shareholders (an Approved Candidate List).
If no potential candidates from the Candidate List are approved for inclusion in the Approved Candidate List by the Shareholders (acting reasonably) in accordance with the provisions of this Charter, the Committee will prepare another Candidate List, which shall not include any person on any previous Candidate List which was not approved, and will continue to do so until a person is duly approved and appointed in accordance withy provisions of this Charter.
The Committee may appoint a person from the Approved Candidate List by notice to the Board. The Committee may remove any person holding office as a CEO-1 by notice to the Board.
3.2.Remuneration
3.2.1.Remuneration Policy
The Committee shall have the responsibility for setting the remuneration policy for the Executive Management and Board Chairman (where applicable), only.
KMP are those Company staff members that have been appointed to look after the routine operations of the Company and represent the Management Team (“MT”) of the organization.
For the avoidance of doubt, the non-executive directors will not be entitled to any remuneration.
In determining such policy, the Committee shall consider all factors which it deems necessary including relevant legal and regulatory requirements. The objective of such policy shall be to attract, reward and retain human talent of the quality required to run the Company successfully without paying more than is necessary, having regard to views of shareholders and other stakeholders.
The Remuneration Policy should have regard to the risk appetite of the Company, alignment to Company’s strategic goals and promotion of an ethical culture and responsible corporate attitude. A significant proportion of remuneration should be structured so as to link rewards to corporate and individual performance and designed to promote the long-term success of the Company.
The Remuneration Policy should have regard to all employment conditions across the Company or Group, especially when determining annual salary increases. The Remuneration Policy must be based on reliable, up-to-date information about remuneration in other companies of comparable scale and complexity.
The Remuneration Policy should also ensure that the succession planning conditions for Executive Management personnel has been considered and implemented as such, the Committee shall be responsible for review of the Succession Plan for the Executive Management personnel at least on an annual basis for the approval of the Board .
3.2.2.Remuneration Package Composition
Within the terms of the Remuneration Policy and in consultation with the Board, the Committee shall determine the total individual remuneration package of Company’s Chairman (where applicable) and each member of the Executive Management – including bonuses, incentive payments and share options or other share awards.
The Committee shall review the design of all share incentive plans for approval by the Board or Company’s shareholders, as applicable. For any such plans, recommend each year whether awards will be made, and if so, the overall amount of such awards in accordance with the performance conditions.
The Committee shall approve the design of and recommend the yearly targets, for any short-term or long-term performance-related pay schemes operated by the Company. The Committee shall similarly be responsible to review, at the end of every year, the actual performance against establish targets and provide recommendations for approval the bonus or short-term-incentive pool to the Board.
3.3.Professional Advice
In fulfilling its obligations, the Committee is authorized by the Board to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary at the expense of the Company but within any budgetary restraints imposed by the Board. The Company shall meet all expenses reasonably incurred by the Committee in the fulfilling of its duties.
The Committee shall be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the scope for any remuneration consultants who advise the Committee.
3.4.Delegation of Authority
This Committee may form, and delegate its authority hereunder (or its authority as delegated by the Board) to, subcommittees when appropriate.
4. Oversight
4.1.Co-operation from Company Officers & Employees
The Committee is authorised by the Board to seek any information it requires from any Company officer or employee. All Company officers and employees are hereby directed to co-operate fully with any request made by the Committee wherein the request is within the Committee’s mandate.
4.2.Reporting to the Board
The approved minutes of meetings of the Committee shall be incorporated in the meeting files prepared for meetings of the Board for noting purposes. In addition, the Chairman shall provide:
a report on the Committee’s most recent activities at every Board meeting; and
the exercise by the members of the Committee of their powers and any recommendations to the Board.
The Chairman (or, in their absence, an alternate member) of the Committee shall (if required and applicable) attend the annual general meeting to answer questions concerning matters falling within the remit of the Committee.
4.3.Reporting
The Committee shall report regularly to the Board. The CEO and the MT shall ensure that the Committee has adequate resources and authority to discharge its responsibilities. The Company shall provide for appropriate funding for the payment of any expenses of the Committee that are necessary or appropriate in carrying out its duties, including expenses relating to any external consultants or advisers retained by the Committee.
4.4. Committee Resources & Expenses
The Board shall ensure that the Committee has adequate resources and authority to discharge its responsibilities. The Company shall provide for appropriate funding for the payment of any expenses of the Committee that are necessary or appropriate in carrying out its duties, including expenses relating to any external consultants or advisers retained by the Committee.
The Committee is authorized to obtain advice and assistance from internal or external legal, accounting, or other advisors at the Company’s expense with the prior approval of the Baord.
The right of the Committee Chairman, Secretary and Members to reclaim expenses incurred in the business of the Committee will be determined by the Board.
5. Evaluation of the Committee’s Performance
The Committee will, on an annual basis, evaluate its workings under this charter.
In conducting this review, the Committee will evaluate this charter appropriately to address the matters that are or should be within its scope. The Committee will address all matters that the Board considers relevant to its performance, including the following:
The adequacy, appropriateness and quality of information received by the Committee and presented by the Committee to the Board; and
The adequacy of the Committee’s deliberations regarding the matters reported to and acted upon by the Committee.
Following such review, the Committee may recommend to the Board amendments to this charter or its working procedures in order to improve the Committee’s performance, and/or its relationship with the Board.