To assist in the performance of its responsibilities, the Board currently has three standing Committees: Audit and Risk, Nominations, and People and Remuneration.
Each is governed by a formal Charter that sets out its purpose, role, responsibilities, composition, structure and membership.
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.
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.
NBN Co's (nbn or the Company’s) key executives are invited to participate in Committee meetings.
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.
Agendas for all Committee meetings are prepared and finalised by the nominated Company Secretary in consultation with the Committee Chair and appropriate key executives. Committee members receive Committee reports in advance of each meeting.
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.
Audit and Risk Committee
The Audit and Risk Committee:
- Assists the Board in satisfying itself that nbn and its subsidiaries are complying with their financial management, performance reporting, risk oversight and management, reporting obligations and internal control and compliance with relevant laws and policies; and
- Provides a forum for communication between the Board, senior management, and nbn's internal and external auditors.
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 of 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.
People and Remuneration Committee
The People and Remuneration Committee assists the Board in fulfilling its governance responsibilities in relation to establishing people management and remuneration policies for nbn. This enables nbn through its executive leadership 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™ broadband access 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. The Committee comprises at least three members, the majority of whom are independent Non-Executive Directors.