Committees of the Board Table of Contents 1. 2. 3. 4. 5. 6.
OBJECTIVE.......................................................................................................... 2 SCOPE ................................................................................................................. 2 DEFINITIONS AND INTERPRETATION .............................................................. 2 POLICY STATEMENT.......................................................................................... 2 Committees of the Board .................................................................................. 2 RESPONSIBILITIES............................................................................................. 3 Corporate Governance Committee ................................................................... 3 All Board Committees ....................................................................................... 3 RELATED DOCUMENTS ..................................................................................... 4
COMMITTEES OF THE BOARD
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1.
OBJECTIVE 1.1
2.
SCOPE 2.1
3.
4.
This policy outlines the process detail for Committees of the Board.
This policy applies to the Directors of People’s Choice.
DEFINITIONS AND INTERPRETATION 3.1
Board Committee means a sub-Committee of the Board tasked with specific roles to assist the Board in the execution of its responsibilities.
3.2
People’s Choice means Australian Central Credit Union Ltd trading as People’s Choice Credit Union and where the context permits, any subsidiary companies.
3.3
Terms of Reference means the reference document for each Board Committee outlining matters such as the composition, meetings, and responsibilities of each Board Committee.
POLICY STATEMENT Committees of the Board 4.1
There are three (3) Board Committees that report to the Board: 4.1.1
Audit Committee - The Audit Committee will assist the Board by overseeing the internal and external audit functions and related matters.
4.1.2
Corporate Governance Committee - The Corporate Governance Committee will assist the Board by overseeing and making recommendations on governance related matters.
4.1.3
Risk Committee - The Risk Committee will assist the Board by overseeing and making recommendations on People’s Choice's Risk Management approach and other related matters.
4.2
Each Board Committee must have written Terms of Reference, which must be reviewed by the Board annually. The Terms of Reference of each Committee must specify its composition and role.
4.3
From time to time, the Board may convene a special purpose Committee or task force to consider a particular issue.
4.4
The Board must ensure that the roles of the Board Committees are coordinated to avoid gaps or overlaps in responsibilities.
Board Committee Structures 4.5
The Corporate Governance Committee shall review the Board Committee structures on a regular basis.
4.6
The Corporate Governance Committee is to make recommendations to the Board where it believes that existing Committees are not appropriate, new Committees should be formed or where existing Committee structures or Terms of Reference should be altered. Notwithstanding this, the Board must at all times have an Audit Committee, Risk Committee and a Remuneration Committee pursuant to APRA’s Prudential Standard CPS
COMMITTEES OF THE BOARD
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510. (Note APRA has approved the Corporate Governance Committee to undertake the functions of a Remuneration Committee). 4.7
4.8
5.
The Corporate Governance Committee is to make recommendations to the Board meeting following the Annual General Meeting, or upon forming a new Committee, on the membership and Chair of each Committee within the following parameters: 4.7.1
The Chair of the Audit Committee is not to be the Chair of the Board or a representative of People’s Choice’s External Auditors;
4.7.2
The Chair of the Corporate Governance Committee is to be the Chair of the Board;
4.7.3
The Managing Director may be appointed to Committees of the Board except for the Audit Committee;
4.7.4
The Managing Director is not eligible to be appointed as Chair or Deputy Chair of the Board or any Board Committee;
4.7.5
The Managing Director/Chief Executive where he/she is not a member of a Board Committee(s), may attend Board Committee meetings on an ex-officio basis including Audit Committee meetings;
4.7.6
Director skill sets shall be appropriately aligned to Committee Charters and work programs;
4.7.7
Committee rotation shall be minimal in recognition of the value of continuing Committee membership;
4.7.8
Consideration shall be given to the outcomes of individual Director assessments;
4.7.9
Consideration shall be given to any Committee refreshment and renewal needs that may arise; and
4.7.10
Individual Director education or development needs may be taken into account but should not be a primary reason for Committee membership.
The Corporate Governance Committee will also make recommendations on Committee membership for newly appointed Directors.
The Corporate Governance Committee is responsible for making recommendations to the Board meeting following the Annual General Meeting, or upon forming a new Committee, on the membership and Chair of each Committee.
5.2
The Corporate Governance Committee is responsible for making recommendations on Committee membership for newly appointed Directors.
All Board Committees 5.3
All Board Committees are responsible for reviewing their Terms of Reference annually for recommendation for approval to the Board.
COMMITTEES OF THE BOARD
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6.
RELATED DOCUMENTS 6.1
This policy should be read in conjunction with: BSD_1001 Audit Committee Terms of Reference BSD_1002 Corporate Governance Committee Terms of Reference BSD_1003 Risk Committee Terms of Reference
COMMITTEES OF THE BOARD
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People’s Choice Credit Union, a trading name of Australian Central Credit Union Ltd ABN 11 087 651 125, acts under its own Australian Financial Services Licence (AFSL 244310) and Australian Credit Licence (ACL 244310).
