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Risk Management
The Board has adopted a formal risk policy and risk management framework. The Board is responsible for
reviewing and ratifying systems of risk management and the systems of internal controls.
The Board monitors the operational and financial aspects of the Company’s activities and considers the
recommendations and advice of external auditors and other external advisors on the operational and financial
risks that face the Company.
Treasury Management
Exposure to treasury related financial risks is managed in accordance with the Company’s treasury policy. This
policy sets out financial and treasury management objectives, specific responsibilities, limits on management
authority, permissible financial instruments and reporting and monitoring requirements. Under the treasury
policy the Board is responsible for approving all treasury and interest rate strategies and any changes to those
strategies.
Board Meetings
The Board met formally nine times during the year, excluding meetings held by teleconference.
Board Committees
The Board has three operating committees.
Remuneration Committee
The Remuneration Committee comprises the Chair and John Lindsay. The purpose of the committee is to
ensure that the Company’s CEO and senior executives are fairly rewarded for their individual contributions to
the Company’s overall performance.
The Remuneration Committee reviews the remuneration of the CEO and senior executive officers on an
annual basis and makes recommendations on remuneration packages and terms of employment to the
Board. Remuneration packages, which consist of base salary, fringe benefits, incentive schemes (including
performance-related bonuses), superannuation, and entitlements upon retirement or termination, are reviewed
with due regard to performance and other relevant factors.
Audit Committee
The Audit Committee comprises the Chair and other directors available. The Audit Committee provides a
forum for the effective communication between the Board and external and internal auditors.
The Audit Committee reviews:
the effectiveness of management information systems and systems of internal control;
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the appointment of external auditors; and
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the efficiency and effectiveness of the internal and external audit functions, including reviewing the
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respective audit plans.
The Audit Committee generally invites the CEO, CFO, and the external auditors to attend Audit Committee
meetings. The Audit Committee also meets with and receives reports from the external auditors concerning any
matters that arise in connection with the performance of their role, including the adequacy of internal controls.
Ethics Committee
The Ethics Committee comprises the Chair and the Chief Executive Officer. Questions or concerns of an ethical
nature, including possible breaches in legal obligation or company policy, are referred to the Ethics Committee.
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