Nomination & Governance Committee Charter
The Board has established a Nomination & Governance Committee which is responsible for advising the Board on the composition of the Board and its Committees, reviewing the performance of the Board, its Committees and individual Directors, advising the Board on appropriate corporate governance standards and policies. In making recommendations to the Board regarding the appointment of Directors, the Committee will periodically assess the appropriate mix of skills, experience and expertise required on the Board and the extent to which those skills and experience are represented.
The Nomination & Governance Committee is comprised of the following members:
- two Executive Directors – Mr Babcock (who is Chairman of the Committee) and Mr Green.
- three independent Non-Executive Directors – Ms Nosworthy, Mr Sharpe and Mr Martin.
In relation to its nomination function the Committee will:
- critically review the performance and effectiveness of the Chairman of the Board, the Deputy Chairman of the Board, the Board and the permanent Committees of the Board and their individual members.
- regularly review the time required from a Non-Executive Director and whether Directors are meeting this requirement. A Non-Executive Director should inform the Chairman and Committee before accepting any new directorships.
- establish eligibility and appointment criteria for Board membership.
- review and make recommendations to the Board as appropriate on the composition, strategic function and size of the Board.
- having regard to desired composition of and the skills represented on the Board, identify and make recommendations to the Board on candidates considered appropriate for appointment as Directors, and make recommendations to the Board on whether the Board should support the re-appointment of any retiring Director.
- maintain an appropriate induction program for new Directors and a plan for identifying, assessing and enhancing Director competencies.
- identify any specific responsibilities of individual Board members, including the Chairman of the Board and Deputy Chairman of the Board.
- review succession planning for the Chairman of the Board, the Chief Executive Officer and other senior management of the Group.
In relation to its governance function, the Committee will:
- review and monitor corporate governance requirements and standards in Australia and internationally that may be relevant to the Group and to the expectations of the investor market and other stakeholders, including requirements of the Australian Securities and Investments Commission, the Australian Securities Exchange and other applicable regulators.
- advise the Board on the adoption or amendment of appropriate Group corporate governance policies and procedures.
- review annually the Group's compliance with its corporate governance policies and procedures, and report to the Board on the results of the review together with any recommendations of the Committee.
- review the Group's corporate governance disclosure statements in its Annual Report and report annually to the shareholders, describing the composition of the permanent Committees, and their responsibilities and how they were discharged, and any other information required by law or the ASX Listing Rules.