Westgold Resources Limited Annual Report 2020

37 Westgold Resources Limited Annual Report 2020 2. REMUNERATION AND NOMINATION COMMITTEE RESPONSIBILITY 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 Directors 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 Chairman in advising Directors about their performance and possible retirement. Remuneration report at FY2019 AGM The FY2019 remuneration report received positive shareholder support at the FY2019 AGM with a vote of 99% 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 flagged pending changes to its Board structure at its AGM in November, 2019 following the retirement of the Chairman, Mr Peter Newton with short notice. Further, the Board noted advice from proxy advisors voting at the AGM on the balance of executive and non-executive directors as well as independence. This set-forth a number of changes within the Group to align the corporate and executive management structure whilst maintaining the consistency and integrity of the Group’s operating performance. The immediate move by the Board to replace the retiring Chairman at the 2019 AGM was to appoint the existing Managing Director, Peter Cook to the interim position of Executive Chairman. Mr Cook accepted this position as an interim solution to overall restructuring of the Board to fulfil corporate governance objectives as well as to facilitate management and organisational succession planning. Mr Cook also advised of his intention to transition to a non- executive role during the ensuring year. The Company has further re-aligned the structure of the Board with the addition of another independent non- executive director and the resignation of a nominee director. Further, the Board executives were reduced from two to one with the resignation of Mr Norregaard from the Board and Mr Cook standing back from day to day operational responsibilities. Due to the instability caused by COVID-19, Mr Cook has however agreed to defer his transition to a non-executive role until the new management structure at Westgold is fully embedded. The current Board structure is as follows: Name Position PG Cook Executive Chairman PB Schwann Independent Non-Executive Director FJ Van Maanen Independent Non-Executive Director WC Bramwell Independent Non-Executive Director