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BOARD of directors & board COMMITTEES 

The primary role of the Bradken Limited Board of Directors is to protect and enhance long-term shareholder value.

Accountable to shareholders for the performance of the Company, the Board directs and monitors the business and affairs of Bradken and is responsible for the Company's overall corporate governance. The Board of Directors, Chairman and Managing Director each have clearly defined responsibilities and accountabilities.

BOARD MEMBERS

Greg Laurie

MR GREGORY R LAURIE

INDEPENDENT NON-EXECUTIVE
DIRECTOR
David Smith

DR DAVID SMITH

INDEPENDENT NON-EXECUTIVE
DIRECTOR
Rupert Harrington

MR RUPERT a HARRINGTON

INDEPENDENT NON-EXECUTIVE
DIRECTOR

MR PHILLIP J ARNALL
CHAIRMAN

Mr Phillip Arnall was appointed to the Board on 13 April 2004 and served as a Non-Executive Director until 2015 when he was appointed to the role of Chairman. He is a member of the Audit and Risk Committee and the Human Resources Committee.  

Phil has extensive experience in the mining and steel industries in senior management positions. He was the General Manager International at Smorgon Steel Group Limited and he held various senior positions at Australian National Industries Limited including, Chief General Manager of Structural Steel Product Group, Group Chief Executive of Tube Mills and Mining Services and Group Chief Executive of ANI Products Group. He is currently Chairman of Shape (a private building company) and A J Lucas Group Limited. Phil holds a Bachelor of Commerce (Accounting) degree from University of Newcastle where he undertook postgraduate studies in Marketing and Industrial Law. 

MR GREGORY R LAURIE
INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr Greg Laurie was appointed to the Board on 24 February 2005. He is Chairman of the Audit and Risk Committee.

Greg has extensive experience in a number of manufacturing and distribution industries. He was Finance Director of Crane Group Limited for almost 15 years until 2003. Prior to that he was the Chief Financial Officer of then top 100 listed company Rheem Australia Limited. He is an independent Non-Executive Director of Nick Scali Limited, Shriro Holdings Limited and Big River Group Pty Ltd. Greg holds a Bachelor of Commerce Degree from the University of New South Wales and an advanced management qualification from the University of Pittsburgh.

Dr David Smith
Independent Non-Executive Director

Dr David Smith was appointed to the Board on 1 February 2014.

David has extensive operational and business development experience, in particular in business integration, growth and safety. He has over 30 years of experience within Rio Tinto; until 2009 he was President of Rio Tinto Atlantic and from 2001 to 2008 was Managing Director of Rio Tinto's iron ore business in Australia. In addition to his position on the Bradken Board, he also currently serves as Deputy Chairman of the WA Ballet. David has also served as President of the WA Chamber of Minerals & Energy, a Commissioner of Tourism WA, Director of the Australian Institute of Management (WA), a Councillor on the Australian Business Arts Foundation, a founding Director of Leadership WA and chaired the Federal Government's national Skills Working Group. David's formal qualifications include a Bachelor of Science and a PhD in Metallurgy from the University of New South Wales.

mr rupert a harrington 
INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr Rupert Harrington was appointed to the Board on 1 December 2015. 

Rupert has extensive experience in capital markets and a broad range of skills including a deep understanding of mining services and a proven track record of shareholder value creation. He is currently a Non-Executive Director of ASX listed companies Integral Diagnostics Limited and Clover Corporation Limited and is Executive Chairman of Advent Private Capital, a leading Australian private equity manager. Rupert holds a Bachelor of Technology degree and a Masters of Business Management from Bradford University , and a Diploma in Accounting and Finance from Manchester University.

board COMMITTEES

AUDIT AND RISK COMMITTEE


It is the Board's responsibility to ensure that an effective internal control framework exists within the Group. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records and the reliability of financial information.

The Audit and Risk Committee operates under a charter approved by the Board, which has delegated overseeing the establishment and maintenance of a framework of internal control, risk management and ethical standards to the Audit and Risk Committee. The Committee also provides the Board with additional assurance regarding the reliability of financial information for inclusion in the financial reports. All members of the Audit and Risk Committee are non-executive directors.

The Audit and Risk Committee meets with the external and internal auditors on a regular basis. It reviews its performance and effectiveness periodically and reviews its charter and makes recommendations to the Board on its charter annually.

The Audit and Risk Committee has authority, within the scope of its responsibilities, to seek any information it requires from any employee or external party.

The Audit and risk Committee Charter (29kb pdf) provides that, where possible, the Committee should comprise entirely Non-Executive Directors, a majority of whom should be independent (including the Chairman). The current members of the Committee are:

  • Mr Gregory Laurie (Chairman)
  • Mr Phillip Arnall
  • Dr David Smith
  • Mr Rupert Harrington

The Audit and Risk Committee will report regularly to the Board and has, and will have, direct access to any employee, the independent auditors or any other independent experts and advisers as it considers appropriate in order to ensure that its responsibilities can be carried out effectively.

HUMAN RESOURCES COMMITTEE

The Human Resources Committee operates in accordance with its charter which is available on the Company website. The Human Resources Committee advises the Board on remuneration and incentive policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for the executive directors, other senior executives and non-executive directors.

The Committee also assumes responsibility for overseeing management succession planning, including the implementation of appropriate executive development programmes and ensuring adequate arrangements are in place, so that appropriate candidates are recruited for later promotion to senior positions. this includes overseeing processes in relation to meeting diversity objectives for executives and staff below board level.

Further information on Directors' and Executives' remuneration, including principles used to determine remuneration, is set out in the Directors' Report under the heading 'Remuneration Report' in Section 2 of Bradken's Annual Report.

The Human Resources Committee Charter (74kb pdf) provides that the Committee must comprise entirely Non-Executive Directors. The current members of the Committee are:

  • Dr David Smith (Acting Chairman) 
  • Mr Phillip Arnall
  • Mr Gregory Laurie
  • Mr Rupert Harrington

The Human resources Committee reports regularly to the Board and has direct access to any management and other external advisers as it considers appropriate in order to ensure that its responsibilities can be carried out effectively.

The Managing Director and senior management may attend the human Resources Committee meetings as appropriate by invitation.

NOMINATIONS COMMITTEE


Bradken does not have a fully constituted Nominations Committee, however, as and when required the full Board participates as the Nominations Committee in order to fulfill its corporate governance responsibilities in regard to:

  • Board appointments and performance;
  • Directors' induction program;
  • Committee membership;
  • Other relevant matters.

The full Board undertakes the functions of a Nominations Committee as described in the ASX Corporate Governance Council's Principles of Good Governance and Best Practice Recommendations.