IDT Australia : Updated Charter Remuneration and Nomination Committee

Remuneration and Nominations Committee Charter

The Remuneration and Nominations Committee advises the Board on remuneration and incentives policies and practices generally, making specific recommendations on remuneration packages and other terms of employment for executives and Directors.

The main responsibilities of the Remuneration and Nominations Committee are :

1. Nominations :

   • conduct an annual review the membership of the Board regarding present and future needs of the company and make recommendations on Board composition and appointments

   • conduct an annual review of the independence of Directors

   • propose candidates for board vacancies

   • oversee the annual performance assessment program

   • oversee board succession.

2. Remuneration :

   • Advise the Board on remuneration policies and procedures.

   • Make recommendations on remuneration packages and other terms of employment for senior management, executive Directors and non-executive Directors. Remuneration packages are set at levels intended to attract, retain and motivate high quality executives capable of managing the Company's operations, achieving the Company's strategic objectives and to align their interests with the creation of value for security holders.

   • Executive remuneration and other terms of employment are reviewed annually by the committee with regard to performance, relevant comparative information and independent expert advice. As well as base salary, remuneration packages include superannuation, performance-related bonuses and fringe benefits. Eligible employees may be invited to participate in the Employee Share Plan.

   • Non executive Directors' fees are determined within an aggregate Directors' fees pool limit which is periodically referred for approval by shareholders.

The Company will endeavour to ensure the Remuneration and Nominations committee is comprised of at least three members, the majority of whom are independent Directors and is chaired by an independent Director.

Powers

The Remuneration and Nominations Committee has the authority to direct special investigations deemed necessary and to consult independent experts, if required, to carry out its duties. Costs of such investigations are borne by IDT.

Duties

1. Make recommendations to the Board for policies for appropriate compensation including option and share plans.

2. Recommend fair and competitive remuneration packages to attract and retain executives.

3. Recommend remuneration packages for non executive directors.

4. Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to remuneration of executives and non executive Directors.

5. Make recommendations to the Board from time to time as to changes to the size and composition of the Board.

6. Identify individuals qualified to become Directors and recommend candidates to the Board. The Committee shall consider factors such as judgement, skill, diversity, relevant experience, the interplay of the candidate's experience that of other Directors, and the extent to which the candidate is considered to be a desirable addition to the Board.

7. Maintains a Board Skills Matrix setting out the mix of skills and diversity that the Board currently has and seeks to achieve in its membership. This Matrix is considered to be commercially sensitive and accordingly is not publicly reported.

8. Reference checking of prospective Directors is conducted to gain assurance the most appropriate person has been selected.

9. Ensure a Director appointed by the Board stands for election by security holders at the following Annual General Meeting. The Notice of Meeting will include biographical information, details of other directorships and matters which may be perceived to influence a Director's independence in order to provide security holders with sufficient information relevant to their decision relevant to election or re-election of any Director. Re-appointment of Directors is not automatic and is contingent on performance and contribution.

10. Ensure processes are in place to ensure a new director or employee receives a letter of appointment outlining the role's key duties and responsibilities, remuneration, conditions relating to termination and other matters significant to the appointment such as those outlines in Recommendation 1.3 of the ASX Corporate Governance Principles.

11. Ensure induction program appropriate to the role is designed and implemented.

12. Ensure opportunities are offered to ensure Directors and employees develop and maintain skills and knowledge to effectively perform their roles.

13. Recommend to the Board appointments to Board Committees with consideration of the Charter of the Committee as well as any other factors it deems appropriate.

14. Establish procedures for the Committee to exercise oversight of the evaluation of the Board and management.

15. Periodically evaluate the performance of the Board, its Committees and individual Directors and disclose whether a performance evaluation was undertaken in the reporting period.

16. Ensure the Managing Director establishes a process where annual performance objectives are set for all key staff and are the basis of performance reviews, conducted at least annually.

17. Report to the Board on matters relevant to the Committee's role and responsibilities

18. Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time.

The Remuneration and Nominations Committee is also responsible for reviewing any transactions between the organisation and Directors, or any interests associated with Directors, to ensure the structure and terms of the transaction comply with Corporations Law and are appropriately disclosed.

Meetings

The IDT Remuneration and Nominations Committee will meet at least annually, and more frequently if required.

All matters determined by the Committee are submitted to the next meeting of the full Board as recommendations for a Board decision. Minutes of Committee Meetings are also tabled.