Nomination and Remuneration Committee: must be chaired by an independent director, meet at least once yearly and maintain quorum. Regulation 19 requires a Nomination and Remuneration Committee of at least three non executive directors with at least two thirds independent membership; the chair must be an independent director (the entity chair may be a member but not chair). The quorum is two members or one third of members, including at least one independent director. The chairperson may attend the annual general meeting to answer shareholder queries. The committee must meet at least once each financial year and perform the functions specified in the Schedule II role specification relating to nomination and remuneration governance.