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; and
- Rebate Committee.
Finance, Risk and Audit Committee (FR&AC)
Members of the Finance, Risk and Audit Committee are:
- Mr Kees Kwakernaak,
- Composition of the FRAC to be confirmed prior to the next scheduled meeting.
The Finance, Risk and Audit Committee (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 (c)(ii) above.
The FR&AC Terms of Reference is located here.
Remuneration and Nominations Committee (R&NC)
Members of the Remuneration and Nominations Committee are:
- Mr Michael Baumann;
- Mr Alex Twigg; and
- Mr Vinay Rao.
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 and development of all Directors;
(g) advising on recruitment, retention, succession planning and termination policies and procedures for the CEO and senior executives; and
(h) overseeing the appointment, re-election and induction of Directors.
The RN&C Terms of Reference is located here.
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 Independent Directors and Managing Director.