Committees of the Board

Two standing Board Committees have been established to assist the Board to discharge its responsibilities. Their respective Charters, as approved by the Board, govern the Remuneration Committee and the Audit and Risk Committee. They review matters on behalf of the Board and make recommendations for consideration by the entire Board.

The Remuneration Committee was enhanced and its Charter expanded in July 2014 to include matters in respect to the nomination of new directors. The Committee was renamed the Remuneration and Nomination Committee.

The Board maintains remuneration policies aimed at attracting and retaining a motivated workforce and management team. The intention is to align the reward system to the performance of the Company, and ultimately to the long-term value received by our shareholders.

The Committee’s purpose is:

  • To consider and assess the performance of directors seeking re-election as a director of the Company
  • To consider and assess the existing skill set of the Board and make recommendations in respect to the appointment of any new directors subsequent to completing all the appropriate checks.
  • To review, approve and monitor remuneration policies and practices.
  • To approve the remuneration package for the Chief Executive and all Executive Directors.
  • To make recommendations to the Board of Directors in relation to the remuneration of all directors. And;
  • To consult with the Chief Executive in setting remuneration packages of any direct reports of the Chief Executive who are not directors of the Company.The current members of the Remuneration Committee are:
  • Ian Campbell (Chairman)
  • Grant Pestell
  • Stephen Johnston

In February 2014, the scope of the previous Audit Committee was expanded to include Risk. As such the Committee is now the Audit and Risk Committee.

The Audit and Risk Committee monitors internal control policies and procedures designed to safeguard Company assets and to maintain the integrity of financial reporting.

The primary role of the Committee is to assist the Board to discharge its responsibilities in relation to the Company’s corporate governance objectives by fulfilment of its responsibilities relating to accounting and legal compliance by:

  • Maintaining effective internal and supervisory control procedures
  • Identifying and managing business risks through the review and supervisory control of the Company’s formal risk Identification and management processes
  • Submitting and reviewing reports for Management, the Board and other external bodies
  • Ensuring the independence and effectiveness of the external auditor and in particular related to the production of quarterly, half-yearly and annual reports to shareholders and to the ASX. In addition, the Committee reviews the nomination and performance of the auditor
  • Overseeing compliance with relevant laws and regulations and in particular the Corporations Act and the Listing Rules
  • Ensuring the consistency and appropriateness of accounting policies and procedures and any amendments thereto
  • Adhering to ethical standards, and in particular conflict of interest matters and related party transactions

The current members of the Audit Committee are:

  • Stephen Johnston (Chairman)
  • Ian Campbell
  • Grant Pestell

The Audit Committee has direct access to management and meets periodically with the external auditors to assess and review internal controls and matters relating to corporate governance, the truthful and accurate reporting of the company’s financial position.
Other Board members and other persons considered appropriate, for instance the external auditor or senior executives, are invited to attend Audit Committee meetings as required.
All members of the Audit Committee are deemed to be independent.