Board Charter St Andrew s Life Insurance Pty Ltd

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1 Board Charter St Andrew s Life Insurance Pty Ltd 1. Introduction 1.1. The directors of St Andrew s Life Insurance Pty Ltd ('SALI') are committed to excellence in corporate governance SALI is a wholly owned subsidiary of Bank of Queensland Limited ( BOQ ), and part of the BOQ Group This Charter sets out the key governance principles adopted by the Board in governing SALI. In adhering to the responsibilities and powers as set out in this Charter, the Board members are expected to perform their duties with integrity, honesty and in a professional manner in accordance with the law. In striving to achieve the objectives, SALI endeavours to be an institution that looks after its staff, values and services customers and partners with the community. 2. Responsibilities of the Board 2.1. The Board guides and monitors the business and affairs of SALI. In particular, the Board is responsible for: the overall Corporate Governance of SALI, including: overseeing regulatory compliance; ensuring that SALI observes appropriate ethical standards; and the achievement of the BOQ Group s values; charting the overall strategy and direction of SALI, including setting, monitoring and reviewing strategic, financial and operational plans for SALI; and 2.2. In order to fulfil these responsibilities, the Board reserves to itself the following powers: reviewing and approving SALI s strategic plan at least annually; setting the risk appetite for SALI; approving annual budgets; reviewing and approving financial results; SALI Board Charter 1

2 St Andrew s Life Insurance Pty Ltd determining the dividend policy and the amount and timing of dividends to be paid; considering issues and recommendations raised by the appointed actuary; monitoring the effectiveness of risk management of SALI, including reviewing and approving risk management policies, operational risk policies and procedures and systems of internal controls; to deal with all matters which are outside discretions conferred on the General Manager Insurance/CEO St Andrew s; the setting of targets for and assessing the performance of the General Manager Insurance/CEO St Andrew s; approving the organisational structure at a direct reporting level to the General Manager Insurance/CEO St Andrew s, in consultation with the Chief Operating Officer of BOQ; reviewing succession plans for the General Manager Insurance/CEO St Andrew s and senior executives; ensuring that areas of significant business risk are identified and effectively managed; establishing Board Committees; to act within the overall policies established by the Board from time to time; and reporting to the Board of Bank of Queensland Limited ( BOQ ) on the performance of SALI and its management. 2.3 The responsibilities listed in clauses 2.1 and 2.2 are expressly reserved to the Board. Other powers which are delegated to management include the following: being responsible for day to day management of SALI within the overall strategies and frameworks approved by the Board; being responsible for the following activities of SALI: developing strategy for approval by the Board, and after approval, implementing that strategy; financial and capital management and reporting; operations; information technology; marketing the current business of SALI and acquiring new business; customer relationship service; human resources, people development, performance and the creation of a safe and enjoyable workplace; SALI Board Charter 2

3 developing and maintaining key external relationships, including with media and industry participants; credit; reporting to the Board on the performance of SALI and its management; and otherwise performing such duties as are from time to time delegated by the Board. 2.4 The Board will, from time to time, undertake a review of their responsibilities and those of management to ensure that they remain appropriate for the needs of SALI. 2.5 The Board of BOQ is responsible for the following matters: the appointment of the General Manager Insurance/CEO St Andrew s, including the delegation of powers to the General Manager Insurance/CEO St Andrew s within authorised discretionary levels; and the determination of the terms and conditions of the appointment of the General Manager Insurance/CEO St Andrew s, including the right to suspend, remove or dismiss the General Manager Insurance/CEO St Andrew s from executive office, in consultation with the Managing Director/CEO of Bank of Queensland Limited ( BOQ ). 3. Board composition 3.1 The composition of the Board is determined in accordance with the following established guidelines: the BOQ Board determines the criteria for Board membership and reviews the composition of the Board, nomination, appointment and removal of all Directors and terms and conditions of appointment to the Board, taking into account the recommendations of the BOQ Nomination & Governance Committee; ensuring that the selection process for board appointments involves the creation of a short-list of potential candidates which is to include an equal number of male and female candidates, wherever possible; criteria for Board membership to meet the Fit and Proper test; and Board succession plans; 4. Independence 4.1 An independent director is a non-executive director who is free from any business or other association (including those arising out of a substantial shareholding, involvement in past management or as a supplier, customer or adviser) that could materially interfere with the exercise of their independent judgment. SALI Board Charter 3

4 4.2 Where there are up to seven directors on the Board, it must have at least two independent directors in addition to an independent chairperson. Independent directors on the BOQ Board may sit as independent directors on the Board. Members of BOQ executive management are not considered to be independent directors. 4.3 All directors of SALI must act independently and bring an independent mind to bear on matters coming before the Board. 4.4 The Board has considered the question of what criteria must be satisfied in order for a director to be regarded as 'independent' and has determined a policy on independence. The Board will regularly assess whether each director can continue to be regarded as 'independent' under that policy. 4.5 Directors must keep the Board advised, on an ongoing basis, of any material personal interest or potential conflict of interest. If any matters to be discussed at a Board meeting would involve a Director in a material personal interest or conflict of interest, that Director will: declare their interest; not be present at the meeting during a discussion of the matter; and not participate in any decision making about the matter except as permitted by the Corporations Act. The Company Secretary will maintain a record of Directors dealings in securities and declarations of interests and potential conflicts. 4.6 Every director or Committee of the Board has the right to seek independent professional advice in connection with carrying out their duties and at SALI s expense. Prior written approval of the Chairman is required. 5. Directors and Board Meetings 5.1 The SALI Board will consist of a minimum of five Directors, including the Managing Director of BOQ and one senior executive of BOQ. The majority of the Board are to be non-executive directors, but they need not all be independent. Non-executive directors may include BOQ Board members or BOQ senior managers, but not executives of the St Andrew s Group. 5.2 SALI s non-executive directors meet at least 4 times per year, and otherwise as required, with the General Manager Insurance/CEO St Andrew s and Company Secretary and other members of management as appropriate. 5.3 The non-executive directors will meet together without management, if required. 5.4 Every director is entitled to a notice of meeting of directors to be given by delivery, post, fax or electronically by A majority of directors present and eligible to vote at all Board meetings must be nonexecutive directors. A quorum for any Board meeting of directors is three nonexecutive directors who at any given time are able to vote on the particular matter before the meeting at that time. 5.6 The Company Secretary, in conjunction with the Chairman, will draw up the agenda for each meeting. The agenda and supporting documentation will be circulated in the SALI Board Charter 4

5 manner approved by the Board (which may be electronically) to each director, at least 5 working days prior to each meeting. The Company Secretary will prepare the minutes of the Board meeting within 7 days of the conclusion of each meeting. Draft minutes will be provided to the Chairman for review, prior to distribution to all directors. The draft minutes will also be included in the papers for the next Board meeting. 5.7 Directors will make themselves available to meet with the Australian Prudential Regulation Authority (APRA) on request. 6. Chairman 6.1 The Chairman of the SALI Board will be: elected by the Board of BOQ; a non-executive director; and independent as defined in the St Andrew s Group s Policy on Independence of Directors. 7. Committees 7.1 The Board may delegate tasks to the following committees: St Andrew s Group Audit Committee; St Andrew s Group Risk Committee; BOQ Human Resources & Remuneration Committee; Any other Committee constituted by the Board to assist in the execution of its responsibilities. 7.2 A separate Charter has been prepared for each Committee. 8. Charter 8.1 The Charter of the SALI Board will be reviewed every two years. Document Control - Name: St Andrew s Life Insurance Pty Ltd, Board Charter Owner: SALI Board & Company Secretary Version: 3 Reviewed by: SALI Board February 2015 Approved by: SALI Board on 19 February 2015 Supercedes version: 2.3 Approved by SALI Board by circular resolution on 7 April 2014 Next Review due: February 2017 SALI Board Charter 5

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