Board Committees
The Directors seek to achieve best practice in corporate governance through the establishment of board committees whose function it is to assist the Board carry out its duties in specific areas.
In this respect the Audit & Risk, Milk Pricing Review and Nominations & Remuneration Committees assist the Board in meeting its statutory and stakeholder commitments and obligations. All committees report to the Board on a regular basis.
Audit & Risk Committee
This committee as the Audit Committee was established in 1995 and its name amended in 2009 to its present title. Its charter is to review the appropriateness of the Company accounting systems, procedures and controls, ensure there is regulatory and statutory compliance, risk management and review of the audit function. The Committee meets regularly and makes appropriate recommendations to the Board as required. The present committee members are Messrs Morley, Bourke and Vallance.
A majority of members are within the adopted definition of "independent" and are non-executive members of the Board. The Committee is chaired by Mr Morley. Mr Morley has had extensive commercial, financial and accounting experience. He holds formal accounting qualifications and has previously held senior accounting employment positions.
The Company's auditors Coffey Hunt participate in the committee meetings. The auditors periodically meet with the Committee without management being present.
Nominations & Remuneration Committee
The purpose and the charter of this committee is to make recommendations as to the appointment and retirement of senior executives, non-executive and executive directors, board remuneration matters, general personnel issues such as succession planning, salary packages and to evaluate and monitor the Board's performance.
The Committee members Messrs Davis, Bourke, Richardson and Drake.
The Chair of the Committee is the Board Chairman. Having regard to the adopted definition of "independent", a majority of the Committee are not independent. This is a reflection of the current composition of the Board and the resulting availability of human resources to undertake board committee duties.
Milk Pricing Review Committee
This committee was established in 2000. The purpose of this committee is to determine the milk price to be paid to suppliers and to determine whether changes are required to payment systems and incentives.
The Committee makes recommendations to the Board. Members are Messrs Richardson (Chairman), McLean, Vallance, Morley, Bourke and Reichelt.
|