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Remuneration Governance

3.1. People and Culture Committee role

The role of the P&C Committee (Committee) is to assist the Board in carrying out its responsibilities under the Commonwealth Government Business Enterprises Governance and Oversight Guidelines. In particular, the Committee is responsible for ensuring Snowy Hydro has coherent policies and practices that fairly and responsibly manage the performance, remuneration and succession arrangements for the CEO & MD and Executives.

The Committee reviews and makes recommendations to the Board on the performance outcomes and remuneration arrangements for the CEO & MD and Executives. In addition to its remuneration responsibilities, the Committee’s duties entail overseeing people strategy including leadership development and succession arrangements. The Committee’s Charter is reviewed on an annual basis. The current Committee Charter is available on the Snowy Hydro website: www.snowyhydro.com.au

3.2. Engagement of external advice

During FY2019, Snowy Hydro received external remuneration advice from PricewaterhouseCoopers and the Korn Ferry Group. The advice included market practice and remuneration information used as input to the annual Executive remuneration review, current and emerging Executive remuneration trends, design and relevant legislative and regulatory developments. None of the advice provided by the above mentioned consultants included a remuneration recommendation as defined by the Corporations Act 2001.

3.3. CEO & MD and Executive contract terms

The CEO & MD and other Executives are on rolling contracts until notice of termination is given by either Snowy Hydro or the Executive. The notice period for the CEO & MD and other Executives is twelve and three to six months, respectively. In appropriate circumstances, payment may be made in lieu of notice. Where Snowy Hydro initiates termination, including mutually agreed resignation, the Executive may receive a termination payment of up to twelve months’ FAR (including applicable notice).

Where the termination occurs as a result of misconduct or a serious or persistent breach of contract (termination for cause), Snowy Hydro may terminate employment immediately without notice, payment in lieu of notice or any other termination payment.

In cases of termination for cause or resignation / retirement with less than six (6) months notice, all unvested LTI allocations lapse. In other circumstances, the Board has the discretion to adjust the vesting conditions. Typically, this discretion is applied as outlined below.

Death or Total and Permanent Disablement

Full vesting of any unvested LTI awards.

For termination other than for cause or resignation

Unvested LTI allocations are vested prorated based on service to the date of termination. Any applicable prorated allocations remain subject to the applicable performance conditions over the full performance period.