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ANNUAL REPORT 2010

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Skip Navigation LinksCorporate Governance Statement > Board Committees

board committees

The Board has established Audit, Nomination and Remuneration Committees which assist in the discharge of the Board’s responsibilities.

Board approved charters set out the terms of reference and rules governing these Committees.

Audit Committee

The Audit Committee assists the Board in discharging its responsibilities to ensure that the Company complies with appropriate and effective accounting, auditing, internal control and compliance and reporting practices in accordance with the Audit Committee Charter. The Audit Committee Charter is reviewed annually by the Board and no changes were made to the charter during the financial year.

The role of the Audit Committee is to:

  • Monitor the integrity of the financial statements of the Company, reviewing significant financial reporting judgments;
  • Review the Company’s internal financial control system and, unless expressly addressed by a separate risk committee or by the Board itself, risk management systems;
  • Monitor and review the effectiveness of the Company’s internal audit function;
  • Monitor and review the external audit function including matters concerning appointment and remuneration, independence and non-audit services; and
  • Perform such other functions as assigned by law, the Company's constitution, or the Board.

The Audit Committee comprises three members, all of whom are independent Non-executive Directors. The current members of the Audit Committee are:-

  • Donald Shumka – Committee Chairman (appointed 9 July 2007)
    Non-executive Director, Independent Director
  • Sean Llewelyn
    Non-executive Director, Independent Director
  • Ian Noble
    Non-executive Director, Independent Director

The Audit Committee meets at least once a quarter and at any other time requested by a Board member, Company Secretary or external auditor. The external auditors attend each quarterly meeting and on other occasions where circumstances warrant. At the discretion of the Chairman, having regard to the nature of the agenda, relevant members of management may be invited to attend meetings.

The number of meetings of the Audit Committee during the reporting period and the names on the attendance record is set out in the Directors’ Report.

The Audit Committee carries out periodic self evaluation of its effectiveness and performance.

The Chairman of the Board includes an evaluation of the Audit Committee’s effectiveness and performance within his overall Board evaluation.

The external auditors are Ernst and Young who were appointed as the Company’s auditors in June 2005. In November 2008, the audit partner was changed as part of the partner rotation process.

The external auditors meet with the Audit Committee without management present at each meeting.

Nomination Committee

The responsibilities of the Nomination Committee include:-

  • Reviewing the size and composition of the Board and making recommendations to the Board on any appropriate changes;
  • Developing and planning for identifying, assessing and enhancing Director competencies;
  • Making recommendations on the appointment and removal of Directors;
  • Evaluating Board performance so that individual and collective performance is regularly and fairly assessed; and
  • Providing new Directors with an induction into the Company and provide all Directors with access to ongoing education relevant to their position.

Sean Llewelyn chairs the Nomination Committee. The Board considers that given the importance of Board composition, it is appropriate that all members of the Board are members of the Nomination Committee.

The number of meetings of the Nomination Committee during the reporting period and the names on the attendance record is set out in the Directors’ Report.

The Chairman of the Board includes an evaluation of the Nomination Committee’s effectiveness and performance within his overall Board evaluation.

Remuneration Committee

The role of the Committee, in accordance with the Remuneration Committee Charter, is to assist the Board with respect to remuneration by reviewing and making appropriate recommendations on:-

  • Remuneration packages of executive Directors, Non-executive Directors and senior executives; and
  • Employee incentive and equity based plans including the appropriateness of performance hurdles and total payments proposed.

The ASX Listing Rules and the Constitution require that the maximum aggregate amount of remuneration to be allocated among the Non-executive Directors be approved by the shareholders in general meeting. In proposing the maximum amount for consideration by shareholders, and in determining the allocation, the Remuneration Committee will take into account the time demands made on Directors given the increasing complexity of the Paladin Group and such factors as fees paid to Non-executive Directors in comparable Australian companies.

The remuneration paid to Directors and senior executives is shown in the Directors’ Report.

The Remuneration Committee comprises three members, all of whom are independent Directors. Sean Llewelyn is the Chairman of the Remuneration Committee.

The current members of the Remuneration Committee are:-

  • Sean Llewelyn – Committee Chairman
    Non-executive, Independent Director
  • Rick Crabb
    Non-executive, Independent Director, Board Chairman
  • Donald Shumka
    Non-executive, Independent Director

The number of meetings of the Remuneration Committee during the reporting period and the names on the attendance record is set out in the Directors’ Report.

The Chairman of the Board includes an evaluation of the Remuneration Committee’s effectiveness and performance within his overall Board evaluation.