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amaysim Australia Ltd Annual Report 2016

14

Corporate Governance

Statement

continued

Audit and Risk Management Committee

Remuneration and Nominations Committee

Composition

The Audit and Risk Management

Committee is currently comprised of three

Non-Executive Directors, a majority of

whom are independent Directors (including

an independent Director as Chair).

Certain members of management, external

advisors and the external auditor may

attend meetings of the committee by

invitation of the committee Chairperson.

The Remuneration and Nomination Committee is

currently comprised of three Non-Executive Directors,

a majority of whom are independent Directors

(including an independent Director as Chair).

Certain members of management and external

advisors may attend meetings of the committee by

invitation of the committee Chairperson.

Roles and responsibilities

The committee will assist the Board in

carrying out its corporate governance

and oversight responsibilities in relation

to the Company’s financial reports,

financial reporting process, internal control

structure, risk management systems

(financial and non-financial) and the

internal and external audit process.

Under the charter, it is the policy of the

Company that its external auditing firm

must be independent. The committee will

review and assess the independence of the

external auditor on an annual basis.

The Committee meets on a regular basis to:

•• review and approve external audit plans;

•• review and approve financial reports;

and

•• review the effectiveness of the

Company’s compliance and risk

management functions.

The main functions of the committee are to assist

the Board with a view to establishing a Board of

effective composition, size, diversity and expertise

to adequately discharge its responsibilities and duties,

and assist the Board with a view to discharging

its responsibilities to Shareholders and other

stakeholders to seek to ensure that the Company:

•• has coherent remuneration policies, procedures and

practices which enable the Company to attract,

motivate and retain appropriately skilled and

diverse Directors and executives;

•• fairly and responsibly remunerates Directors and

executives;

•• evaluates the performance of the Board, individual

Directors and executives; and

•• conducts appropriate checks before appointing

a person, or putting forward to security holders

a candidate for election, as a Director.

Membership as at 30 June 2016 •• Maria Martin (Independent, Non-

executive Director and Chairperson);

•• Thorsten Kraemer (Independent, Non-

executive Director); and

•• Rolf Hansen (Non-executive Director).

•• Andrew Reitzer (Committee Chairperson and

Independent, Non-executive Chairman);

•• Jodie Sangster (Independent, Non-executive

Director); and

•• Peter O’Connell (Non-executive Director).