Board
Committees

To help it carry out its responsibilities, the Board has established the following Committees and adopted terms of reference setting out the matters relevant to the composition, responsibilities and administration of these Committees:

• Finance and Audit Committee;
• Remuneration and Nominations Committee; and
• Marketing Committee.

Finance and Audit Committee (F&A)

The F&A’s delegated authority assists the Board in fulfilling oversight responsibilities to ensure that the framework of internal control, practices and systems of risk oversight and management are robust. It includes members who have appropriate financial experience and it reports to the Board on the following matters:

• Reviewing the financial statements to ensure that they reflect appropriate accounting treatment;
• Internal accounting and control systems;
• External financial reporting processes and the financial statements;
• Monitoring the risk management system and audit function;
• Ensuring compliance with applicable laws;
• Reviewing the appointment, performance and independence of the external auditor.

The members of the Finance and Audit Committee are:

Mr Stuart Woodward; (Chairperson)
Mr Bruce Rathie;
Ms Leslie Martin;
Ms Vicky Papachristos; and
Mr Douglas Swansson.

Remuneration and Nominations Committee (R&N)

The R&N’s, delegated authority assists the Board in fulfilling oversight responsibilities on the following matters:

• Reviewing and recommending the remuneration framework for independent Directors;  
• Reviewing and recommending the CEO’s remuneration, including merit recognition; 
• Reviewing and recommending the remuneration packages of executive team members; 
• Reviewing and recommending all merit recognition expenditure for executive team members; 
• Advising on recruitment, retention, succession planning and termination policies and procedures for executive team members;  
• Reviewing and advising the Board on director induction and the composition of the Board and its Committees;  
• Evaluating the annual performance of the Company Secretary  
• Evaluating the annual performance of the Board and CEO and individual directors; this takes the form of recommending to the Chair the process to monitor, evaluate and improve Board and Committee performance; and 
• Assessing the skills, knowledge and experience required by the Board to inform director development plans and the nominations process.

The members of the Remuneration and Nominations Committee are:

Ms Leslie Martin; (Chairperson)  
Mr Greg Devlin;  
Mr Bruce Rathie; and
Mr Manuel Garcia.  

Marketing Committee (MC)

The MC's delegated authority assists the Board in fulfilling oversight responsibilities on the following matters:

• ensuring that Company marketing and brand strategies are consistent with, and support the Company's strategy; 
• reviewing current marketing strategies and resources to ensure that they are aligned with the Corporate plan objectives; 
• reviewing prospective major marketing proposals, when appropriate, and providing strategic direction to management on further work to be undertaken before the proposal is submitted to the Board for approval; and
• proactively supporting the Board in strategic plan development by provision of recommendations on strategic direction and initiatives.

The members of the Marketing Committee are:

Ms Vicky Papachristos; (Chairperson) 
Mr Temogen Hield;
Ms Neera Manawakul; 
Mr Bruce Mansfield;
Ms Dhun Karai;
Mr Brad Gravelli and;
Mr Dominic White.