governance nomination committee charter
Governance & Nomination Committee Charter
Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 1
Governance & Nomination Committee Charter Table of Contents 1. 2. 3. 4. 5. 6.
Purpose ................................................................................................................. 3 Authority ................................................................................................................ 3 Organisation.......................................................................................................... 3 Responsibilities .................................................................................................... 5 Evaluating performance ...................................................................................... 7 Review of the Committee Charter ..................................................................... 8
Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 2
Governance & Nomination Committee Charter 1.
Purpose
The purpose of the Tatts Group Limited’s (Tatts) Governance & Nomination Committee (the Committee) is to assist the Board in its oversight responsibilities by advising the Board on: a)
Board composition and succession planning including the identification of persons for appointment to the Board;
b)
a procedure for evaluating the independence and performance of individual Directors and therefore determining if the Board comprises a majority of independent1 directors;
c)
a procedure to address each new Director’s induction and orientation needs; and
d)
relevant corporate governance developments in jurisdictions in which Tatts has, or may have, material operations.
2.
Authority
The Committee does not have delegated power to make binding decisions. The Board will have ultimate approval of the matters considered by the Committee. The Committee may, within the scope of its responsibilities: a)
perform activities and make recommendations to the Board consistent with this Charter;
b)
engage external consultants or specialists as it deems necessary to carry out its duties, at Tatts’ expense;
c)
require the attendance of Tatts’ officers at meetings as appropriate; and
d)
have unrestricted access to management, employees and information it considers relevant to its responsibilities under this Charter.
3.
Organisation
3.1
Membership
a)
The Board of Directors will nominate the Committee members.
b)
The Chairman of the Committee will be the Chairman of the Board or an independent Director2.
1
Independence in the context of the Company is determined by the Board (refer to the Board of Directors Charter and Guidelines for Operation) taking into account the ASX Corporate Governance Principles and recommendations, rd 3 Edition (GC Recommendations), GC Recommendation 2.3. Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 3
c)
The Chairman of the Board may chair the Committee, however, a separate chairman should be appointed if and when the Committee is dealing with the appointment of a successor to the Chairman.
d)
The Committee will be comprised of at least three members, the majority of whom are independent Directors3, and have no more than six members.
e)
Consideration should be given to ensuring that the Committee has an appropriate diversity of membership to avoid entrenching unconscious bias.
f)
Each member should be capable of making a valuable contribution to the Committee and have skills and experience appropriate to Tatts’ business.
g)
Each member shall have capacity to devote the required time and attention to Committee meetings and must have an understanding of:
the Board's structure, composition and membership needs; the procedure to evaluate the performance and effectiveness of the Board and executives; and current and developing corporate governance practices.
h)
The secretary of the Committee will be the Company Secretary, or such other person as nominated by the Board.
i)
Members will be given the opportunity to attend technical or professional development courses to assist them in keeping up to date with relevant issues.
j)
The Committee will ensure that there is an appropriate induction process for completion by each new member, which covers the member’s responsibilities listed under section 4 “Responsibilities”.
3.2
Meetings
a)
Only Committee members are entitled to attend meetings. Other members of the Board of Directors are invited to Committee meetings under a standing invitation. The Committee may invite such other persons to its meetings, as it deems necessary.
b)
The Committee shall meet as frequently as required but no less than twice a year and at least one meeting should be scheduled to correspond with Tatts group’s financial reporting cycle.
c)
Special meetings may be convened as required or requested by a Director.
d)
A quorum for a meeting is:
If the Committee members have fixed a number for the quorum, that
2
Marked-Up Amendments dated 30 June 2010 to the Second Edition August 2007 of the Corporate Governance Principles and Recommendations 3 GC Recommendation 2.1(a)(i). Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 4
number of members; and In any other case, two Committee members entitled to vote on a resolution that may be proposed at a Committee meeting.
3.3
Minutes
a)
The draft minutes and action points of each Committee meeting will be approved by the Committee Chairman and the draft minutes circulated to all Committee members by the Company Secretary as soon as practicable so that the minutes are recorded in the minute book within one month of the meeting.
b)
A copy of the Committee minutes, once they have been approved by the Committee Chairman, will be included in the papers for the next Committee meeting. Minutes, reports and other papers of the Committee shall be made available to all Directors upon request, provided no conflict of interest exists.
c)
Minutes are not a verbatim recording of the meeting but accurately record the resolutions of the Committee, key reasons for those decisions (where appropriate) and actions arising.
4.
Responsibilities
The Committee will: 4.1
Board appointments
a)
Conduct an annual review of the membership of the Board, having regard to the competencies of the current Directors and the present and future needs of Tatts group, and make recommendations to the Board regarding the responsibilities, size and composition of the Board.
b)
Establish formal and transparent policies and procedures for the identification, selection and appointment of new Directors and the reappointment or removal of incumbent Directors.
c)
Review and make recommendations to the Board in relation to the process for recruiting a new Director, including: i.
evaluating the skills, knowledge, experience, independence and diversity on the board and in light of this evaluation, preparing a description of the role and capabilities required for a particular appointment; and
ii.
ensuring that appropriate checks are undertaken before the Board appoints a new Director or puts forward to shareholders a new candidate for election as a Director, including checks as to the person’s character, experience, education, criminal record and
Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 5
bankruptcy history4, along with any regulatory and probity requirements. d)
Review the qualifications, skills and experience of Board candidates.
e)
Make recommendations to the Board regarding the appointment, re-election and removal of Directors.
f)
Oversee Board succession, including the succession of the Chairman, to maintain an appropriate mix of skills, experience, expertise and diversity on the Board.
4.2
CEO appointment
a)
Establish formal and transparent policies and procedures for the selection and appointment of the CEO.
b)
Establish criteria for the appointment and performance assessment of the CEO including desired skills, qualifications and experience.
c)
Determine the appropriate strategies to identify a new CEO.
d)
Review the qualifications skills and experience of potential CEOs.
e)
Make recommendations to the Board regarding the appointment, reappointment and removal of the CEO.
f)
Ensure there are plans in place to manage the succession of the CEO and other senior executives.
4.3
Board performance evaluation
a)
Establish procedures to evaluate the performance of individual Directors, the Board as a whole, and Board Committees.
b)
Identify, assess and, where appropriate, develop plans to enhance Director competencies.
c)
Approve an incumbent Director accepting further Directorships or other appointments which may make significant demands on their time and limit their availability only if this has not already been noted by the Board.
4.4
Education and training
a)
Develop and oversee appropriate continuing professional development programmes for Directors, if requested.
b)
Develop and oversee a formal induction program for new appointees to the Board.
4
GC 1.2(a) Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 6
4.5
Independence
a)
Review the criteria for assessing a Director’s independence adopted by the Board.
b)
Undertake an annual assessment of, and make recommendations to the Board regarding, the independence of each Director and ensure appropriate disclosure is made in the Annual Report.
4.6
Code of Conduct
a)
Oversee the development and implementation of Tatts’ Code of Conduct and any subsequent disciplinary actions arising from any breaches.
4.7
Corporate Governance
a)
Advise the Board on corporate governance developments and the evolution of Tatts group’s corporate governance framework.
b)
Undertake an annual review of Tatts’ corporate governance practices, and make recommendations to the Board regarding appropriate revisions.
c)
Oversee the implementation of, and compliance with, Tatts’ securities trading policy.
4.8
Reporting responsibilities
The Committee will: a)
Through its Chairman, regularly update the Board about matters relevant to the Committee’s role and responsibilities and make appropriate recommendations for approval by the Board.
b)
Undertake an annual review of the corporate governance statement to be included in Tatts’ Annual Report and propose appropriate revisions.
5.
Evaluating performance
In order to ensure that the Committee is fulfilling its duties to Tatts and its shareholders, the Committee will: a)
Undertake an annual assessment of its performance against the requirements of the Charter and provide that information to the Board.
b)
Obtain feedback from the Board on the Committee’s performance biennially and implement any agreed actions.
Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 7
6.
Review of the Committee Charter
The Committee will review the Committee’s Charter at least biennially, discuss any required changes with the Board and ensure any revisions to the Charter are approved by the Board.
Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 8
Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 1
Governance & Nomination Committee Charter Table of Contents 1. 2. 3. 4. 5. 6.
Purpose ................................................................................................................. 3 Authority ................................................................................................................ 3 Organisation.......................................................................................................... 3 Responsibilities .................................................................................................... 5 Evaluating performance ...................................................................................... 7 Review of the Committee Charter ..................................................................... 8
Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 2
Governance & Nomination Committee Charter 1.
Purpose
The purpose of the Tatts Group Limited’s (Tatts) Governance & Nomination Committee (the Committee) is to assist the Board in its oversight responsibilities by advising the Board on: a)
Board composition and succession planning including the identification of persons for appointment to the Board;
b)
a procedure for evaluating the independence and performance of individual Directors and therefore determining if the Board comprises a majority of independent1 directors;
c)
a procedure to address each new Director’s induction and orientation needs; and
d)
relevant corporate governance developments in jurisdictions in which Tatts has, or may have, material operations.
2.
Authority
The Committee does not have delegated power to make binding decisions. The Board will have ultimate approval of the matters considered by the Committee. The Committee may, within the scope of its responsibilities: a)
perform activities and make recommendations to the Board consistent with this Charter;
b)
engage external consultants or specialists as it deems necessary to carry out its duties, at Tatts’ expense;
c)
require the attendance of Tatts’ officers at meetings as appropriate; and
d)
have unrestricted access to management, employees and information it considers relevant to its responsibilities under this Charter.
3.
Organisation
3.1
Membership
a)
The Board of Directors will nominate the Committee members.
b)
The Chairman of the Committee will be the Chairman of the Board or an independent Director2.
1
Independence in the context of the Company is determined by the Board (refer to the Board of Directors Charter and Guidelines for Operation) taking into account the ASX Corporate Governance Principles and recommendations, rd 3 Edition (GC Recommendations), GC Recommendation 2.3. Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 3
c)
The Chairman of the Board may chair the Committee, however, a separate chairman should be appointed if and when the Committee is dealing with the appointment of a successor to the Chairman.
d)
The Committee will be comprised of at least three members, the majority of whom are independent Directors3, and have no more than six members.
e)
Consideration should be given to ensuring that the Committee has an appropriate diversity of membership to avoid entrenching unconscious bias.
f)
Each member should be capable of making a valuable contribution to the Committee and have skills and experience appropriate to Tatts’ business.
g)
Each member shall have capacity to devote the required time and attention to Committee meetings and must have an understanding of:
the Board's structure, composition and membership needs; the procedure to evaluate the performance and effectiveness of the Board and executives; and current and developing corporate governance practices.
h)
The secretary of the Committee will be the Company Secretary, or such other person as nominated by the Board.
i)
Members will be given the opportunity to attend technical or professional development courses to assist them in keeping up to date with relevant issues.
j)
The Committee will ensure that there is an appropriate induction process for completion by each new member, which covers the member’s responsibilities listed under section 4 “Responsibilities”.
3.2
Meetings
a)
Only Committee members are entitled to attend meetings. Other members of the Board of Directors are invited to Committee meetings under a standing invitation. The Committee may invite such other persons to its meetings, as it deems necessary.
b)
The Committee shall meet as frequently as required but no less than twice a year and at least one meeting should be scheduled to correspond with Tatts group’s financial reporting cycle.
c)
Special meetings may be convened as required or requested by a Director.
d)
A quorum for a meeting is:
If the Committee members have fixed a number for the quorum, that
2
Marked-Up Amendments dated 30 June 2010 to the Second Edition August 2007 of the Corporate Governance Principles and Recommendations 3 GC Recommendation 2.1(a)(i). Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 4
number of members; and In any other case, two Committee members entitled to vote on a resolution that may be proposed at a Committee meeting.
3.3
Minutes
a)
The draft minutes and action points of each Committee meeting will be approved by the Committee Chairman and the draft minutes circulated to all Committee members by the Company Secretary as soon as practicable so that the minutes are recorded in the minute book within one month of the meeting.
b)
A copy of the Committee minutes, once they have been approved by the Committee Chairman, will be included in the papers for the next Committee meeting. Minutes, reports and other papers of the Committee shall be made available to all Directors upon request, provided no conflict of interest exists.
c)
Minutes are not a verbatim recording of the meeting but accurately record the resolutions of the Committee, key reasons for those decisions (where appropriate) and actions arising.
4.
Responsibilities
The Committee will: 4.1
Board appointments
a)
Conduct an annual review of the membership of the Board, having regard to the competencies of the current Directors and the present and future needs of Tatts group, and make recommendations to the Board regarding the responsibilities, size and composition of the Board.
b)
Establish formal and transparent policies and procedures for the identification, selection and appointment of new Directors and the reappointment or removal of incumbent Directors.
c)
Review and make recommendations to the Board in relation to the process for recruiting a new Director, including: i.
evaluating the skills, knowledge, experience, independence and diversity on the board and in light of this evaluation, preparing a description of the role and capabilities required for a particular appointment; and
ii.
ensuring that appropriate checks are undertaken before the Board appoints a new Director or puts forward to shareholders a new candidate for election as a Director, including checks as to the person’s character, experience, education, criminal record and
Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 5
bankruptcy history4, along with any regulatory and probity requirements. d)
Review the qualifications, skills and experience of Board candidates.
e)
Make recommendations to the Board regarding the appointment, re-election and removal of Directors.
f)
Oversee Board succession, including the succession of the Chairman, to maintain an appropriate mix of skills, experience, expertise and diversity on the Board.
4.2
CEO appointment
a)
Establish formal and transparent policies and procedures for the selection and appointment of the CEO.
b)
Establish criteria for the appointment and performance assessment of the CEO including desired skills, qualifications and experience.
c)
Determine the appropriate strategies to identify a new CEO.
d)
Review the qualifications skills and experience of potential CEOs.
e)
Make recommendations to the Board regarding the appointment, reappointment and removal of the CEO.
f)
Ensure there are plans in place to manage the succession of the CEO and other senior executives.
4.3
Board performance evaluation
a)
Establish procedures to evaluate the performance of individual Directors, the Board as a whole, and Board Committees.
b)
Identify, assess and, where appropriate, develop plans to enhance Director competencies.
c)
Approve an incumbent Director accepting further Directorships or other appointments which may make significant demands on their time and limit their availability only if this has not already been noted by the Board.
4.4
Education and training
a)
Develop and oversee appropriate continuing professional development programmes for Directors, if requested.
b)
Develop and oversee a formal induction program for new appointees to the Board.
4
GC 1.2(a) Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 6
4.5
Independence
a)
Review the criteria for assessing a Director’s independence adopted by the Board.
b)
Undertake an annual assessment of, and make recommendations to the Board regarding, the independence of each Director and ensure appropriate disclosure is made in the Annual Report.
4.6
Code of Conduct
a)
Oversee the development and implementation of Tatts’ Code of Conduct and any subsequent disciplinary actions arising from any breaches.
4.7
Corporate Governance
a)
Advise the Board on corporate governance developments and the evolution of Tatts group’s corporate governance framework.
b)
Undertake an annual review of Tatts’ corporate governance practices, and make recommendations to the Board regarding appropriate revisions.
c)
Oversee the implementation of, and compliance with, Tatts’ securities trading policy.
4.8
Reporting responsibilities
The Committee will: a)
Through its Chairman, regularly update the Board about matters relevant to the Committee’s role and responsibilities and make appropriate recommendations for approval by the Board.
b)
Undertake an annual review of the corporate governance statement to be included in Tatts’ Annual Report and propose appropriate revisions.
5.
Evaluating performance
In order to ensure that the Committee is fulfilling its duties to Tatts and its shareholders, the Committee will: a)
Undertake an annual assessment of its performance against the requirements of the Charter and provide that information to the Board.
b)
Obtain feedback from the Board on the Committee’s performance biennially and implement any agreed actions.
Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 7
6.
Review of the Committee Charter
The Committee will review the Committee’s Charter at least biennially, discuss any required changes with the Board and ensure any revisions to the Charter are approved by the Board.
Tatts Group Limited ABN 19 108 686 040
Governance & Nomination Committee Charter – [ ] 2014 8
