Board Committees and Charters
The following committees have been established to assist the Board in the effective discharge of its duties:
- Nomination and Remuneration Committee; and
- Audit and Risk Committee
Each committee is comprised of entirely non‐executive Directors. The committee structure and membership is reviewed on an annual basis. All matters determined by committees are submitted to the full Board as recommendations for Board decisions.
Each committee has its own charter setting out its role and responsibilities, composition, structure, membership requirements and the manner in which the committee is to operate. All of these charters are reviewed periodically and either a copy, or a summary thereof, are available by clicking on the Committee links below.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises all the Company's Independent Directors:
| Name | Position held during the year |
|---|---|
| William Burns | Independent Chair |
| Jane Bell | Independent Member |
| Joseph Swedish | Independent Member |
| Philip Facchina | Independent Member |
Charter
The Nomination and Remuneration Committee operates in accordance with its charter. The main responsibilities of the committee are to:
- conduct an annual review of the membership of the Board having regard to present and future needs of the Company and to make recommendations on Board composition and appointments;
- conduct an annual review of and conclude on the independence of each Director;
- propose candidates for Board vacancies;
- oversee the annual performance assessment program;
- oversee Board succession, including the succession of the Chairman, and reviewing whether succession plans are in place to maintain an appropriately balanced mix of skills, experience and diversity on the Board, manage the processes in relation to meeting Board diversity objectives; assess the effectiveness of the induction process;
- review the performance of the Board, individual Directors, the Chief Executive Officer and Board Committees; and
- review and recommend to the Board on the remuneration framework for directors, executive and senior management remuneration and incentive schemes.
Click here for a copy of the Nomination and Remuneration Committee Charter
Appointment of Directors
When a new Director is to be appointed, the committee prepares a Board skills matrix to review the range of skills, experience and expertise on the Board, and to identify its needs. From this the committee prepares a short‐list of candidates with appropriate skills and experience. A number of channels are used to source candidates to ensure the Company benefits from a diverse range of individuals in the selection process. Where necessary, advice is sought from independent search consultants.
The full Board then appoints the most suitable candidate who must stand for election at the next annual general meeting of the Company. The committee’s nomination of existing Directors for reappointment is not automatic and is contingent on their past performance, contribution to the Company and the current and future needs of the Board and Company. The Board and the committee are also aware of the advantages of Board renewal and succession planning.
Notices of meetings for the election of Directors comply with the ASX Corporate Governance Council’s best practice recommendations.
New Directors are provided with a letter of appointment setting out the Company’s expectations, their responsibilities, rights and the terms and conditions of their employment. All new Directors participate in an induction program which covers the operation of the Board and its committees and financial, strategic, operations and risk management issues.
Remuneration Policies
The Committee advises the Board on remuneration and incentive policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive Directors, other senior executives and non‐executive directors.
Committee members receive regular briefings from an external remuneration expert on recent developments on remuneration and related matters.
Each member of the senior executive team signs a formal employment contract at the time of their appointment covering a range of matters including their duties, rights, responsibilities and any entitlements on termination. The standard contract refers to a specific formal job description.
Performance evaluations
A copy of the performance evaluation process as it pertains to Directors and senior executives is available here.
Audit and Risk Committee
The Board has delegated to the Audit and Risk Committee, the responsibility for ensuring that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non‐financial considerations such as the benchmarking of operational key performance indicators.
The Audit and Risk Committee comprises three directors, all of whom are independent, as follows:
| Name | Position held during the year |
|---|---|
| Phil Facchina | Independent Chair |
| Jane Bell | Independent Member |
| Joseph Swedish | Independent Member |
The chairperson of the committee is not the chairperson of the Board. All of the Directors are financially literate and Jane Bell has a finance background. Further, all committee members have valuable industry experience having served in the industry in senior positions for a number of years. Further details on the members of the Audit and Risk Committee and their qualifications, together with meetings attended, can be found in the Directors’ Report.
Charter
The Audit and Risk Committee operates under a formal charter approved by the Board. The main responsibilities of the Committee are to:
- review, assess and approve the annual full and concise reports, the half ‐year financial report and all other financial information published by the Company or released to the market;
- assist the Board in reviewing the effectiveness of the organization’s internal control environment covering:
- effectiveness and efficiency of operations;
- reliability of financial reporting; and
- compliance with applicable laws and regulations.
- oversee the effective operation of the risk management framework;
- recommend to the Board the appointment, removal and remuneration of the external auditors, and review the terms of their engagement, the scope and quality of the audit and assess performance;
- consider the independence and competence of the external auditor on an ongoing basis;
- review and approve the level of non‐audit services provided by the external auditors and ensure it does not adversely impact on auditor independence;
- review and monitor related party transactions and assess their property; and
- report to the Board on matters relevant to the committee’s role and responsibilities.
In fulfilling its responsibilities, the Audit and Risk Committee:
- receives regular reports from management and the external auditors;
- meets with the external auditors at least twice a year, or more frequently if necessary;
- reviews the processes the CEO and CFO have in place to support their certifications to the Board;
- reviews any significant disagreements between the auditors and management, irrespective of whether they have been resolved; and
- provides the external auditors with a clear line of direct communication at any time to either the chairman of the committee or the Chairman of the Board.
The committee has authority, within the scope of its responsibilities, to seek any information it requires from any employee or external party.
Click here for a copy of the Audit & Risk Committee Charter
External auditors
The Company and Audit and Risk Committee policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs. PwC was appointed as the external auditor in November 2007. It is PwC’s policy to rotate audit engagement partners on listed companies at least every five years.
An analysis of fees paid to the external auditors, including a break‐down of fees for non‐audit services, is provided in the Director’s Report and note 5 to the Financial Statements. The external auditors to provide an annual declaration of their independence to the Audit and Risk Committee.
The external auditor will attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.