corporate governance - board committees
Remuneration & Nomination Committee
The Board has established a Remuneration & Nomination Committee consisting of the following Non-Executive Directors:
- P.R. James (Chairman)
- M. Smith
- P.A. Broad
The Remuneration & Nomination Committee is responsible to the Board of directors in fulfilling the Board's oversight responsibility to shareholders by ensuring that iiNet has remuneration policies and practices that fairly and responsibly reward executives having regard to performance, the law and corporate governance.
View Remuneration Charter (pdf, 3 pp)
Audit and Risk Committee
The Board has established an Audit and Risk Committee consisting of the following Non-Executive Directors:
- D. Grant (Chairman)
- M. Smith
- A.J. Grist
- A.L. Milner
The Board has established an Audit and Risk Committee, which operates under a Charter approved by the Board.
The Audit and Risk Committee assists iiNet's Board in fulfilling its overseeing and reviewing fiduciary responsibilities. The commitee reviews and monitors the quality, effectiveness and comprehensiveness of the financial reporting process, risk management process, the system of internal control, the management of strategic and major financial and operational risks and the audit process. In performing its duties, the Committee will maintain effective working relationships with the Board of Directors, Management, and the Internal and External Auditors.
The Audit and Risk Committee reviews the scope and performance of the external audit and makes recommendations regarding reappointment of the external auditors to the Board. The independence of the external auditors is also reviewed, including the range of services provided in the context of all consulting services bought by the Company.
Meetings are conducted as often as is required to undertake its role effectively, but must be held at least four times per annum. Meetings are held prior to the release of half-yearly and preliminary results to the Australian Stock Exchange.
All members of the Audit and Risk Committee are required to be Non-Executive Directors and must comprise at least three Directors. All members are independent of Management in accordance with the description of independence from the AIMA (Australian Investments Managers' Association).
The Committee may invite such other persons (e.g. the CEO, CFO, Risk Management Executive sponsor, Risk Management/Internal Audit external and independent advisory experts) to its meetings, as it deems necessary. The Internal Auditor is an invitee to the Committee.
