[Organisation Name] KEY [COMPANY NAME] A.B.N. XX-XXX-XXX-XXX. Board [Name] Committee Charter / Terms of Reference

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1 This is a sample charter / terms of reference for a board committee. Each heading is accompanied by an explanation of the purpose of each element of the charter / terms of reference. KEY = Explanatory Notes (These notes explain the purpose of each element of the charter / terms of reference and are provided for education only. The explanatory notes) should not appear in any clause of the charter or terms of reference.) PURPLE TEXT = items that are optional, according to organisational circumstance [COMPANY NAME] [Organisation Name] A.B.N. XX-XXX-XXX-XXX Board [Name] Committee Charter / Terms of Reference It is good practice to provide the company name at the top of the document clearly to identify the organisation to which the board committee belongs. It is also important to identify the type of committee, eg audit committee, or nomination committee, to which the charter / terms of reference applies. Board Committee Charter / Terms of Reference Types of committees Board committees exist within all types of organisations across all sectors and serve all manner of functions within those organisations. As a general guide most companies will be required to have as a minimum committees dealing with some of the core functions of the organisation, such as audit, risk and remuneration. Some board committees are mandated, such as those required for ASX300 companies by the Australian Securities Exchange (ASX) Listing Rules, or those required for financial institutions by the Australian Prudential Regulation Authority (APRA) s Prudential Standards. The ASX Corporate Governance Council s Corporate Governance Principles and Recommendations set out best practice concerning board committees and the recommendations have largely been adopted by all listed entities. Other board committees arise out of necessity or good governance practice within a particular industry, organisation or profession. Where the provision of a committee is not mandated, the board of an organisation may choose to delegate a particular function to a board committee for oversight. Unless the company s constitution states otherwise, section 198D of the Corporations Act 2001 provides that the directors of a company may delegate any of their powers to a committee of directors. Setting up committees The board must approve the committee, its charter and any delegation of authority provided to the committee. This process should be clearly captured in the board meeting s minutes. The charter / terms of reference document establishes the board committee and provides the board committee with the specific authority to oversee the particular area of board responsibility being delegated. Importantly the board retains the ultimate responsibility for the particular function which has been delegated, in accordance with s 198A (a replaceable rule) of the Corporations Act 2001, and is charged with ensuring that the committee is properly equipped and set up to oversee the delegated function. Charters of committees Across different industries, organisations and committees, the committee charter / terms of reference document will differ in its nature, context and structure. The list of duties, responsibilities and roles will vary, and different sections of the charter / terms of reference might be relevant to committees with different functions. See Governance Institute s Good Governance Guide: What a board charter should address. Alignment across board committees It is good governance for organisations to seek to provide for consistency in the way that their board committees are constituted, run and governed. Organisations should take care to ensure that there are no overlaps or gaps between the work of the various committees as this might cause some role confusion or result in some aspects of oversight not being undertaken. Some of this can be achieved through ensuring that there is consistency in the manner in which the charter / terms of reference sets out the roles, responsibilities, operations and obligations of each relevant committee of the organisation.

2 Role of the [Name] Committee The [name] Committee Charter / Terms of Reference sets out the membership, responsibilities, authority and operations of the [name] Committee of [organisation name] The purpose of this section is to identify why the particular board committee has been established. This section is often re-titled as the purpose, terms of reference, establishment of committee or various other titles similar in nature. This section might also be retitled as objectives indicating that there is a specific purpose to be achieved. Often this section will set out the broad responsibility of the board committee. Responsibilities of the [Name] Committee The [name] Committee has the following responsibilities This part of the charter / terms of reference sets up the responsibilities of the board committee, and addresses how the purpose of the committee is to be met. This section will vary greatly in different board committee charters / terms of reference because board committees may be constituted for a wide variety of reasons. The organisation might choose to adopt an overarching statement about the objects and responsibilities of the committee and then provide details in various dot points, or subheadings, as deemed necessary. This might include, for example, stipulating that the committee is responsible for advising on the financial affairs of the company, before then providing subheadings detailing the committee s responsibilities for financial reporting, audit, continuous disclosure, etc Applicable regulatory requirements The responsibilities of the board committee section should also include reference to any applicable regulatory requirements or recommendations in respect of the duties, responsibilities or operation of the committee. As noted above, the committee may be mandated under the provisions of various listing rules or prudential standards. The APRA Prudential Standard on Governance requires that APRA-regulated bodies appoint a Board Risk Committee with a written charter / terms of reference that outlines its roles, responsibilities and terms of operation. Power of the Committee This section should include reference to the authority of the committee, including the areas of responsibility for which the board committee: can make recommendations has rights for decision-making, or has the ability to authorise particular actions. This requires the use of appropriate language to guide the reader to understand the responsibility of the board committee, and might include, for example, using terms such as identify and assess, regularly review, approve, or oversee. The charter / terms of reference should also clearly state whether the board committee has been empowered to carry out certain acts, or whether the remit of the committee is advisory in nature only. This section might also include the capacity for the board committee to make a recommendation to the board that an amendment be made to the board committee s charter / terms of reference. Delegation of authority to a sub-committee (optional) The board committee may delegate authority to a sub-committee comprised of one or more members of the committee. Any such subcommittee shall have the full power and authority of the board committee, subject to the terms of its delegated authority. In some instances, the charter / terms of reference will stipulate the circumstances in which the board committee may further delegate its authority in relation to a particular issue or subset of the committee s core responsibilities.

3 Structure and Composition of the [Name] Committee The charter / terms of reference must include a section which details the composition and requirements for membership of the committee. Each organisation will approach the setting out of this information differently; however, it will usually encompass the following: Membership The Committee shall consist of a minimum of [number] members. [The majority or all] members must be [independent non-executive directors or non-executive directors or directors]. There may be both internal and external restrictions placed on membership of the board committee. The ASX Listing Rules require that ASX-300 companies must have a remuneration committee comprised solely of non-executive directors and comply with the ASX Corporate Governance Council s recommendations on audit committee composition. APRA s Prudential Standard on Governance requires that the Board Audit Committee must have at least three members who are non-executive directors of the APRA-regulated entity and the majority of members of this committee must be independent. The rules of the New York Stock Exchange in the USA contain prescriptive requirements on committee membership, as does the Sarbanes-Oxley Act. Sound practice is also for board committee composition to reflect the recommendations set out in the ASX Corporate Governance Council s guidelines. Executive directors should be considered for membership only where the board considers it necessary to ensure that the requisite skills are represented. Good governance practice is that where executive directors sit on the committee, they should be in the minority. It is important to also consider the minimum number of members of the board committee in light of the requirement for a quorum when convening a meeting. It is good practice that committees be formed of entirely independent non-executive directors, where numbers permit. Expertise At least [one, another number or all] member(s) members of the [name] Committee must be able to demonstrate a significant relevant understanding of [the skill / knowledge relevant to organisation]. At least [one, another number or all] member(s) of the [name] Committee must have a significant relevant understanding of [area / industry] in which the organisation operates. Where there are no regulatory requirements, it is still prudent for the board committee charter / terms of reference to specify the areas in which expertise and skills are required in order for the directors of the board to demonstrate that they have relied, in good faith, as per s 189 of the Corporations Act 2001, on the recommendations of the board committee. Again, there may be both internal and external requirements which the board committee is required to meet. The ASX Corporate Governance Council s Corporate Governance Principles and Recommendations set out a best practice recommendation that ASX-listed companies disclose the relevant qualifications and experience of the member of the company s audit committee, a recommendation that the majority of listed entities have adopted. Appointment The Board shall appoint, replace or remove members to and from the Committee and review the composition of the Committee at least [number of years, eg annually]. Chair The Chair of the Committee: is appointed by the board must be [an independent non-executive director or non-executive director or director], must not be the chair of the board of directors.

4 Should the Chair of the Committee be absent from a meeting and no acting Chair has been appointed, the members of the Committee present at the meeting have authority to choose one of their number to be Chair for the particular meeting. It is good practice for the charter / terms of reference to detail the requirements of the person appointed to act as the chair of the committee. The charter / terms of reference should be alive to the possibility that there may be listing rule or APRA prudential standard restrictions on who can be appointed as the chair of particular committees (note the earlier comment that ASX-300 companies must comply with the ASX Corporate Governance Council s recommendations on audit committee composition, which includes that the chair of this committee be independent and not the chair of the board). The charter / terms of reference should appropriately reflect any restrictions. It is good practice for the chairman of the committee to not be the same person who is also the chair of the board of directors of the organisation. This is usually to ensure that the oversight of the committee is conducted independently of the operation of the board. The ASX Corporate Governance Council s guidelines recommend that the chair of board committees should not be the same person as the chair of the board of directors. It is good practice for the chair of the committee to be an independent non-executive director. Operation of the [Name] Committee This section of the committee s charter / terms of reference generally details the procedures which assist the committee to exercise its functions. This section might be re-titled as meetings or proceedings. It is good practice for the operation of the committee to be clearly detailed, including reference to the following types of operational matters: who will provide support to the committee how often the committee will be required to meet during each year who has the ability to call a meeting who may attend a meeting what conditions are required for the meeting to proceed how the committee will capture and document their decisions, advice or recommendations, and how the committee can access internal and external advice to assist with decision-making. Secretariat / Committee support / Administration All records, including the agenda, minutes and any reports or recommendations will be prepared and kept by the [company secretary or other staff member]. Secretariat support The charter / terms of reference should include information outlining who will provide secretariat support to the committee. While this is most frequently the company secretary, administrative support may be provided by other staff of the company, as appropriate. Importantly, the secretariat support will need to liaise with the chairman of the committee to determine the timings and content of the committee meetings. Role of company secretary Where the company secretary provides secretariat support, they will provide all the secretariat support for the committee, as required. This includes organising the venue for the meeting, producing the notice of meeting, agenda and papers, as well as taking and circulating the minutes of the meeting.

5 Notice for committee meetings Members of the committee should be provided with adequate notice before a meeting is to be convened. The company secretary may provide committee members with an annual planner or other document providing them with notice of upcoming meetings. While there is little detailed procedural regulation for convening directors meetings, s 248C (a replaceable rule) of the Corporations Act 2001 requires that a directors meeting may be called by a director giving reasonable notice individually to every other director. A similar principle applies to the convening of committee meetings. Agenda and minutes The secretariat will coordinate with the chairman of the committee to draft and prepare the agenda for the committee meeting. Some elements of the agenda may also need to be formulated based on the charter of the committee. The agenda may also include some mechanism by which the committee manages particular issues. This many include an action items list, or other mechanism for managing issues which are not complete or not covered elsewhere in the agenda. The secretariat support must also coordinate with the chairman of the committee to ensure that the minutes of the meeting are promptly finalised, signed by the chairman, and distributed to members for confirmation as soon as is practicable after each meeting. The minutes of the previous meeting should also be tabled at the next committee meeting for approval. See Governance Institute s Best practice agenda and Best practice minutes for more detailed information on setting an agenda and writing minutes for meetings and Good Governance Guide: Recording minutes of directors meetings for sound practice on meeting legislative requirements. Frequency of meetings / minimum number of meetings The [name] Committee will meet as frequently as is necessary to undertake its role effectively and in any event at least [number] times per year. Notice of meeting The Chairman may call a meeting of the [name] Committee if required by any Committee member, the Chairman, the Managing Director / CEO, or any member of the Board [or relevant position]. A notice of each meeting confirming the date, time, venue and agenda will be forwarded to each member of the Committee as soon as practicable prior to the meeting date. Committee meetings are permitted to be held other than in person, by any technological means as consented to by all members of the Committee. It is good practice for the notice of meeting to provide adequate details and notice for members of the committee to be able to prepare for and attend the meeting. Please see the Best practice agenda for further information about what to include in the notice of meeting. It is also important to provide for the Committee to be able to convene meetings through means other than in person, as appropriate. Attendees Any director of the Board may attend and speak at a Committee meeting. Any invitee of a Committee Member may attend and speak at the meeting. It is important for the charter / terms of reference to detail who may attend committee meetings outside of those who have been appointed to the committee. For example, independent experts may be invited to attend and speak at a Committee meeting as required. Executive directors can be invited to attend where they have important information or recommendations to provide to the committee. Quorum for meetings The minimum quorum for a committee meeting is [number] members. While there may be an option for the board committee to have external advisers sitting on a committee, on either an ongoing basis or in relation to particular matters, the quorum should be constituted by independent, non-executive director members of the organisation only.

6 Committee member interests Members of the [name] Committee will not participate in discussions and will not vote on any issues in respect of which there is an actual or perceived conflict of interest. It is good governance for the Committee to establish a process whereby committee members material personal interests are properly disclosed and managed. See the Best practice register of interests and related party transactions, the Best practice agenda, Best practice minutes and Good Governance Guide Issues to consider when developing a policy on disclosure of and voting on matters involving a director s material personal interests for further information on this topic. Access to advice The [name] Committee has the authority to investigate any matters within its charter / terms of reference as set out in the Committee s charter / terms of reference, with the resources it needs to do so and with the right of access to information including external professional advice as necessary. It may be necessary during the exercise of the committee s functions for the committee to investigate particular matters in order to properly execute its decision-making responsibilities. As such, it is good practice for the charter / terms of reference to detail any restrictions on access by members of the committee to the management of the company, or to external professional advisers. For example, the remuneration committee might utilise the expertise of members of the company s human resources department when making decisions on remuneration-based issues, or they may be required to call in professional remuneration consultants to advise on matters relating to executive remuneration. Formal mechanism for reporting key matters The minutes of [name] Committee meetings shall be included in the papers for the next board meeting. The Chairman of the Committee shall report the findings and recommendations of the Committee to the Board after each Committee meeting, or as appropriate. There are various mechanisms which a board and committee may adopt to ensure that key matters dealt with by board committees are appropriately reported to the board at regular intervals. It is important for a formal mechanism to be in place so as to ensure that the delegations made by the board to its committees receive appropriate oversight by the board and that the board takes responsibility for any resolutions arising from committee deliberations. For example, the audit committee may scrutinise the company accounts and make recommendations to the board but the Corporations Act places upon the board and each director the specific task of approving the financial statements and this responsibility cannot be delegated to a committee. Formal mechanism for communicating between committees in the case of shared or overlapping responsibilities (optional) It is possible that some committees may have overlapping duties. For example, responsibilities for risk management may be shared among different committees with each committee responsible for particular areas of risk management. Therefore, each committee should be provided with a formal mechanism for communicating with other committees to ensure that this overlap does not lead to inefficient or conflicted operations or deliberations.

7 Review and assessment of the [Name] Committee The [name] Committee shall perform an annual evaluation of its performance and provide that information to the Board. The Board will evaluate the performance of the [name] Committee as appropriate. Review of charter It is good governance practice for the committee charter / terms of reference to provide the committee with the responsibility to regularly review its terms of reference. The charter / terms of reference may provide information which details the review and assessment procedures, or this might otherwise be left to the committee to determine how the evaluation process should occur. The committee may also be project-specific or have a limited term to fulfil a particular purpose. In those instances, an assessment of the ongoing performance and needs of the committee may not be appropriate. Review of performance In considering performance, the committee should be encouraged to utilise external assessment measures to assist with the review. For example, the ASX Corporate Governance Council s Corporate Governance Principles and Recommendation suggest that the board should consider periodically undertaking external, independent board evaluation and this should clearly extend to board committee review. Following any review, the committee may wish to consider making recommendations to the board, as necessary. Board involvement The board should similarly be involved in reviewing the performance of the committee on a regular basis. This ensures that the overall picture has been properly considered, and the board is able to assure itself that the committee is appropriately addressing the areas which have been delegated to it. By ensuring oversight of the committee, the board is also able to demonstrate that it continues to meet its own obligations.

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