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, Risk and Audit Committee;
  • Remuneration and Nominations Committee;
  • Technology Operations Committee; and
  • Rebate Committee.

Finance, Risk and Audit Committee (FR&AC) Terms of Reference

1. Purpose and powers
1.1 The Finance, Risk and Audit Committee (FR&AC) is empowered to:
(a) do all things necessary to fulfill its responsibilities, including (subject to (b) below) retaining appropriately qualified advisors to assist it to manage issues that may from time to time arise;
(b) spend up to a total of $40,000 (excluding audit fees) on appropriately qualified advisors annually;
(c) require the attendance of any Company Manager or staff member at meetings as appropriate; and
(d) have unrestricted access to management, employees and information it considers relevant to its responsibilities under the Terms of Reference.
2. Responsibilities
2.1 The FR&AC is responsible for:
(a) ensuring that eftpos’ accounts fairly represent eftpos’ financial position and performance and comply with all regulatory requirements;
(b) recommending (to the Board) the appointment of external auditors, receiving audit reports and holding discussions with the auditors, as deemed appropriate, on:
(i) internal financial practices;
(ii) the scope of audits;
(iii) matters arising from audits; and
(iv) any other matter relevant to its responsibilities.
(c) monitoring eftpos’:
(i) internal financial controls;
(ii) exposure to financial risk, internal operational risk and ensure they are kept within acceptable limits;
(iii) ethical conduct to ensure an exemplary standard of behaviour on the part of both Management and the Board;
(iv) administrative policies, financial practices and controls;
(v) related party transactions and the probity thereof; and
(vi) risk management/governance framework.
(d) reviewing eftpos’ budget and monitoring expenditure against the budget;
(e) reviewing and recommending changes to eftpos’ insurance policies;
(f) reviewing and recommending changes to eftpos’ spending delegations; and
(g) establishing and reviewing thereafter when appropriate a risk management framework so as to facilitate the monitoring and management of risk as contemplated in 2.1(c)(ii) above.
3. Composition and tenure
3.1 The FR&AC shall comprise 3 - 5 directors appointed by the Board, including at least 1 Independent Director appointed pursuant to article 5.3(a) (i) of the eftpos Constitution.
3.2 The Board may remove a director from the FR&AC at any time.
3.3 Unless removed beforehand, an appointment to the FR&AC shall expire at the conclusion of the second annual general meeting of eftpos following the appointment.
3.4 Directors may be re-appointed to the FR&AC, save that:
(a) at least 2 new directors shall be appointed every 2 years; and
(b) no director may serve on the FR&AC for more than 4 consecutive years, unless the Board otherwise determines.
3.5 At least one member of the Committee should have accounting or related financial expertise, experience in risk management or legislative and regulatory compliance.
4. Quorum
4.1 The quorum for a meeting of the FR&AC is 3 including at least 1 Independent Director appointed pursuant to article 5.3(a) (i) of the eftpos Constitution.
5. Chair
5.1 The Board shall appoint an Independent Director appointed pursuant to article 5.3(a) (i) of the eftpos Constitution as Chair of the FR&AC, unless the Board otherwise determines, noting a preference for an Independent Director with appropriate finance experience and expertise to fulfill the role of Chair of the FR&AC where possible.
5.2 The Chair of the Committee should be knowledgeable of eftpos’ business, financial and auditing processes and have the following responsibilities:
(a) planning and conducting meetings;
(b) overseeing reporting to the Board; and
(c) leading verbal presentations to the full Board.
5.3 If the Chair is not present at a meeting of the FR&AC then another Committee Member shall Chair the meeting.
6. Voting
6.1 Each Member of the Committee will have one vote.
6.2 The Committee Chair will not have a casting vote. If there is a tied vote the motion will lapse.
7. Attendance by non-Committee members
7.1 Any current Director of eftpos (who is not a member of the FR&AC) may attend any meeting of the FR&AC.
7.2 The Chair of the FR&AC may require the Chief Executive Officer to attend part or all of any of its meetings.
8. Frequency and timing of meetings
8.1 The FR&AC shall meet:
(a) as required to fulfill its responsibilities; and
(b) at least once every quarter.
8.2 The Chair of the FR&AC is empowered to schedule meetings of the FR&AC.
9. Minutes and Reports 
9.1 The Company Secretary (or his or her delegate) shall attend all meetings of the FR&AC and minute its proceedings.
9.2 Minutes of FR&AC meetings shall be considered by a meeting of the full Board as soon as practicable.
9.3 Where appropriate the Chair of the FR&AC shall prepare, or cause to be prepared, a written report for the Board’s consideration.
10. Reviews
10.1 The Committee will annually:
(a) provide to the Board a self-evaluation of its performance against the terms of reference;
(b) review of the performance of the external Auditor; and
(c) review the Committee’s terms of reference and if appropriate recommend changes to the Board. Only the Board can approve changes to the FR&AC terms of reference.
11. Terms of reference (TOR) owner and administrator
TOR owner Company Secretary
TOR administrator Company Secretary
Reviewed on 30 May 2014
11 May 201530 November 2016
12. Approval
This policy was approved by the Board on 19 March 2013
30 November 2016 Resolution No EB2016-2522 March 2017 Resolution No EB2017-10

Members of the Finance, Risk and Audit Committee are:

  • Brett Chenoweth (Chairman);
  • Ms Nikala Busse;
  • Ms Leslie Martin;
  • Ms Vickki McFadden;
  • Mr Stuart Woodward.

Remuneration and Nominations Committee (R&NC) Terms of Reference

1. Powers
1.1 The Remuneration & Nominations Committee (R&NC) is empowered to:
(a) do all things necessary to fulfill its responsibilities, including retaining appropriately qualified advisors to assist it to manage issues that may arise from time to time;
(b) require the attendance of any eftpos manager or staff member at meetings as appropriate; and
(c) have unrestricted access to management, employees and information it considers relevant to its responsibilities under this Terms of Reference.
1.2 Additional responsibilities and powers may be conferred on the R&NC pursuant to eftpos’ Remuneration Policy.
2. Responsibilities
2.1 The R&NC is responsible for:
(a) approving the eftpos Board mandated HR policies and ensuring their compliance with relevant statutory and regulatory requirements, including those relating to gender and people diversity;
(b) managing the CEO selection process with the Chair and assisting the CEO with selecting direct reports and key personnel;
(c) reviewing and making recommendations to the Board with respect to the remuneration framework for the Independent Directors and the Chief Executive Officer;
(d) reviewing and approving remuneration policies and practices, including senior executive remuneration, merit recognition expenditure, Short and Long Term Incentive targets and hurdles, and other benefits, with transparency to the Board;
(e) assessing the skills, knowledge and experience required by the Board, eftpos’ Independent Directors, the CEO and senior executives;
(f) assessing and reviewing the performance of the Independent Directors;
(g) advising on recruitment, retention, succession planning and termination policies and procedures for the CEO and senior executives.
3. Composition and tenure
3.1 The R&NC shall comprise three (3) to five (5) Directors (that may include at least one Independent Director) appointed by the Board.
3.2 The CEO and any other executive Directors are not eligible to be Members of the R&NC.
3.3 The Board may remove a Director from the R&NC at any time.
3.4 Unless removed beforehand, an appointment to the R&NC shall expire at the conclusion of the second annual general meeting of eftpos following the appointment.
3.5 Directors may be re-appointed to the R&NC providing:
(a) at least 2 new directors shall be appointed every 2 years; and
(b) no director may serve on the R&NC for more than four (4) consecutive years.
4. Quorum
4.1 The quorum for a meeting of the Remuneration and Nominations Committee is three (3), with at least two (2) attendees being Nominee Directors.
5. Chair
5.1 The Board shall appoint a Director as Chair of the R&NC.
5.2 If the Chair is not present at a meeting of the R&NC then another member shall chair the meeting.
5.3 The Chair of the R&NC has the following specific responsibilities:
(a) planning and conducting meetings, and formulating the meeting timetable;
(b) overseeing reporting to the Board; and
(c) undertaking verbal presentation to the Board.
6. Voting
6.1 Each Member of the R&NC will have one vote.
6.2 The Chair of the R&NC will not have a casting vote. If there is a tied vote the motion will lapse.
7. Attendance by non-Committee Members
7.1 Any current Director of eftpos (who is eligible to be a member of the R&NC) may attend any meeting of the R&NC.
7.2 The Chair of the R&NC may require the CEO to attend part or all of any of its meetings.
8. Frequency and timing of meetings
8.1 The R&NC shall meet:
(a) as required to fulfill its responsibilities; and
(b) at least once every half year.
8.2 The Chair of the R&NC is empowered to schedule meetings of the R&NC, as required.
9. Minutes and Reports 
9.1 The Company Secretary (or his or her delegate) shall attend all meetings of the R&NC and minute its proceedings.
9.2 Minutes of R&NC meetings shall be considered by a meeting of the R&NC as soon as practicable.
9.3 Where appropriate the Chair of the R&NC shall prepare, or cause to be prepared, a written report for the Board’s consideration.
10. Reviews
10.1 The R&NC will annually:
(a) provide to the Board a self-evaluation of its performance against the Terms of Reference; and
(b) review the R&NC’s Terms of Reference and if appropriate, recommend changes to the Board. Only the Board can approve changes to the Terms of Reference of the R&NC.
11. Terms of Reference (TOR) owner and administrator
TOR owner Company Secretary
TOR administrator Company Secretary
Reviewed on 27 February 2015
22 January 2016
12. Approval
This TOR was approved by the Board on: 3 February 2016 – Resolution No EB2016-04
30 November 2016 – Resolution No EB2016-25

The members of the Remuneration and Nominations Committee are:

  • Ms Leslie Martin (Chairman);
  • Mr Stephen Benton;
  • Ms Vickki McFadden (ex-officio);
  • Mr Vinay Rao; and
  • Mr Derek Weatherley.

Rebate Committee

The Rebate Committee has responsibilities for authorisation to distribute rebate payments following the Finance, Risk and Audit Committee’s approval of an available pool.

The members of the Rebate Committee are:

  • Ms Vickki McFadden (Chairman);
  • Mr Brett Chenoweth;
  • Mr Bruce Mansfield; and
  • Ms Leslie Martin.