To assist in the performance of its responsibilities, the Board currently has three standing Committees (Audit and Risk, Nominations and, People and Remuneration), each of which is governed by a formal Charter setting out its purpose, role, responsibilities, composition, structure and membership. Each Committee Charter is reviewed annually by the Committee and any proposed changes to a Charter are approved by the Board.
All Directors who are not Committee members are entitled to attend any Committee meeting. Subject to conflicts of interest, all Directors have access to all Board and Committee reports.
Agendas for all Committee meetings are prepared and finalised by the Company Secretary in consultation with the Committee Chair and appropriate key nbn executives. Committee members receive Committee reports in advance of each meeting.
Key nbn executives are invited to participate in Committee meetings.
Committee members are appointed by the Board for a term that coincides with the member’s term of appointment as a Director or any lesser period that coincides with the termination of the Committee. The Chair of each Committee is appointed by the Board.
Each Committee operates pursuant to a Board approved Charter which is reviewed annually by the Committee and subsequently approved by the Board. Any changes to a Committee Charter require Board approval.
At the Board meeting immediately following a Committee meeting, the Board is provided with a report by the Chair of the Committee on the Committee’s deliberations, conclusions, resolutions and recommendations.
The Audit and Risk Committee:
The Chair of the Committee is an independent Non-Executive Director and is not the Chairman of the Board. The Committee comprises at least three members, the majority of whom are independent Non-Executive Directors. One Committee member has financial expertise and the necessary technical knowledge and understanding of the industry in which nbn operates.
The Nominations Committee assists the Board in fulfilling its governance responsibilities in relation to the appointment, induction, independence and ongoing assessment of the skills and experience of Directors; Board composition; CEO recruitment; succession planning for Directors, the CEO and members of nbn’s Executive Committee, and evaluating the performance of the Board, its Committees and Directors.
The Nominations Committee undertakes a review of Directors' skills and experience in the form of a skills matrix at least annually, and a review of the composition of the Board which is reported upon annually to the Shareholder Ministers in the form of an annual Board Plan.
The Chair of the Committee is an independent Non-Executive Director appointed by the Board, currently the Chairman of the Board. The Committee comprises at least three members including the Chairman and Chairs of the Board’s other standing committees, the majority of members are independent Non-Executive Directors.
The People and Remuneration Committee assists the Board in fulfilling its governance responsibilities in relation to establishing people management and remuneration policies for nbn that enable nbn to attract and retain capable employees who can help deliver its vision; foster exceptional talent and performance while motivating and supporting employees to pursue the growth and success of the nbn™ network consistent with nbn’s Corporate Plan; and responsibly reward employees, having regard to the performance of nbn, individual performance, statutory and regulatory requirements, and current business norms.
The Chair of the Committee is an independent Non-Executive Director appointed by the Board, currently the Chairman of the Board. The Committee comprises at least three members, the majority of whom are independent Non-Executive Directors.