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 Eileen Doyle
- Mr Peter Richards
- Dr David Smith
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 Eileen Doyle (Chairman)
- Mr Nicholas Greiner
- Mr Phillip Arnall
- Dr David Smith
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.
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.