REMUNERATION COMMITTEE CHARTER

PURPOSE
The Remuneration Committee ( the "Committee") is a Committee of the Adtrans Group Ltd (ADG) Board (the "Board"). The Committee's primary functions are to review and make recommendation to the Board on:
  • Executive remuneration and incentive policies;
  • The remuneration packages of senior management;
  • ADG's recruitment, retention and termination policies for senior management;
  • Superannuation arrangements; and
  • The remuneration framework for Directors.
COMPOSITION
  • The Committee shall consist of a minimum of three (3) Directors, the majority of whom shall be independent.
  • A quorum shall be two (2) members, or any greater number determined by the Committee from time to time.
  • The duties and responsibilities of a member of the Committee shall be in addition to those duties set out for a Director of the Board.
CHAIRMAN
The Chairman of the Committee will be the person appointed as Chairman of the Board. Should the Chairman be absent from a meeting, the members of the Committee present at the meeting shall choose one of the other members of the Committee to chair that particular meeting.

FREQUENCY OF MEETINGS
  • The Chairman will call a meeting of the Committee if so requested by any member of the Committee.
  • As a minimum, the Committee shall meet once per year.
DUTIES The duties of the Committee in relation to remuneration matters include:
  • Determining remuneration policies and remuneration of Directors;
  • Reviewing remuneration and incentive packages of key executives;
  • Reviewing ADG recruitment, retention and termination policies and procedures for senior management;
  • Reviewing the superannuation arrangements of ADG; and
  • Review and approval of the remuneration report in the annual report.
INDEPENDENT ADVICE
The Committee shall have access to external professional advice as necessary, at the company's expense, with the approval of the Chairman, which will not be unreasonably withheld.

SECRETARY
The Company Secretary for ADG shall act as Secretary of the Committee.

VOTING
  • Matters arising for determination at Committee meetings shall be decided by a majority of votes of Directors present and voting and any such decision shall for all purposes be deemed a decision of the comittee
  • In the case of equality of votes, the Chairman of the meeting, in addition to his deliberative vote, has the casting vote.
REPORTING
  • Proceedings of all meetings are minuted and signed by the Chairman or Chair of the Committee. Minutes of all Committee meetings will be provided to the subsequent Committee meeting.
  • Review previous year's ADG annual general meeting shareholder comments and results on non-binding vote of remuneration report.
REVIEW OF CHARTER
This charter is to be reviewed annually by the Corporate Governance Committee to ensure it remains consistent with the Board's objectives and responsibilities.

PUBLICATION OF CHARTER
This charter is to be made available to shareholders on the Company's website www.adtrans.com.au

April 2009