Corporate Governance

To ensure our Board of Directors can fulfil its responsibilities, policies and ethical standards are established in accordance with the Board Approved Code of Conduct and Board Charter. This provides a framework for ensuring internal control and business risk management processes are adequate.

Find out more here about our Board of Directors.

Operations of the Board of Directors

The Corporate Governance responsibilities of the Board include:

• Contributing to, evaluating, approving and monitoring strategic direction and business objectives as developed by management;
• Monitoring the Society's progress against agreed performance measures linked to business objectives and strategies, and comparing these with those of peers in the marketplace;
• Contributing to and enhancing the reputation and image of the Society to members, the marketplace and the community at large;
• Ensuring required frameworks are in place including risk management policies, capital management, internal controls, compliance and public reporting; and
• Accepting accountability to members and responsibility to other stakeholders in the Society.

Composition and Meetings of the Board

The Board's composition, meetings and conduct are determined in accordance with the Society's Constitution, and the following:

• The Board is comprised of nine non-executive members with an appropriate range of expertise, skills and qualifications;
• Each Board member maintains their own skills relevant to the business of the Society; and
• The Board has a process for the evaluation of its own and the individual Board member's performance.

Directors Induction Program

The Directors have established a comprehensive induction program for newly elected or appointed Directors. The program assists new Directors to gain an understanding of the role of a Director of the Society, its operations and the financial environment in which it operates.

Directors' Remuneration

Board members are remunerated as per the Constitution. The total remuneration for the Board is determined each year by the shareholders at the Annual General Meeting and divided amongst the Directors in such a manner as the Board determines. The total remuneration may not exceed the amount as determined at the Annual General Meeting.

Audit Committee

The Board has established an Audit Committee to assist in the execution of its responsibilities. The Committee comprises five Board Members and the Chief Executive Officer. This Committee has written Terms of Reference, which outline its role and responsibilities to enable it to assist the Board in relation to :

• The establishment and maintenance of an internal control framework;
• The organisations ethics and behaviour; and
• The reliability of financial information for inclusion in financial statements.

The Committee reports to the full Board after each Committee meeting.

Ethical Standards

Board Members are expected to act in accordance with any Board approved Code of Conduct. The Board member who has a material pecuniary or non-pecuniary interest in any matter before the Board will neither be present at the Board meeting while the matter is considered nor vote on the matter.