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The Board comprises four non-executive Directors who will be responsible to the Security Holders for the governance and performance of the Group. The Directors collectively are responsible for the strategic direction of the Group, including identifying significant areas of business risk and implementing policies to deal with those risks. The composition of the Board is subject to regular Security Holder approval in accordance with the Constitution, the Corporations Act and the ASX Listing Rules. The Board has approved a Corporate Governance Code setting out the main corporate governance principles it will observe, and it will report to Security Holders on a periodic basis on its observance of those principles. As part of its commitment to proper standards of corporate governance, the Board has established two permanent committees, being a Nominations and Remuneration committee, and an Audit and Risk committee. It will be the policy of the Board to:
The committees comprise a majority of independent Directors. The nominations and remuneration committee will review and recommend the remuneration of the Directors, the Chief Executive Officer and his direct reports, review and recommend general remuneration principles (including incentive schemes and bonuses, amongst others) and supervise compliance by the Group with its obligations on matters such as superannuation and other employment benefits and entitlements. The committee will also make recommendations to the Board regarding membership of the Board, including proposed new appointments. All committee members are non-executive directors with a majority being independent. The Audit and Risk committee will monitor financial and operational risk management, compliance with applicable accounting standards and other requirements relating to the preparation and presentation of financial results and the appointment and remuneration of internal and external auditors, and will be responsible for the investigation of allegations of conflicts of interest, fraud or malfeasance. All committee members are non-executive directors with a majority being independent. The Audit and Risk committee also oversees the Group's compliance obligations and monitors the Trusts' Compliance Plans (to ensure compliance with the Trusts' Constitutions and the relevant provisions of the Corporations Act), and reports its findings and the adequacy of the plans to the Board.
John R Green (Chair)
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