Home' Annual Report : Annual Report 2012 Contents The composition of the Committee and meeting
attendance is set out in the notes to the financial
statements (see page 59). The same note sets
out directors' attendances at Board and other
Board committee meetings.
A copy of the Committee's charter is available
on the CPA Australia website.
The Board reviews its performance and that
of each director annually. In 2012 the Board
implemented a new assessment for Board
and director performance. The Board Pulse
program is run three times over a twelve month
period to provide continuous assessment
and feedback to directors and the Board as
a whole. The Nomination and Remuneration
Committee recommends to the Board the skills
and competencies required on the Board, and
assesses the extent to which those skills are
represented on the Board.
Induction and education
New directors receive information outlining their
duties and responsibilities. New directors attend
a formal induction meeting with the Executive
Access to information
Senior executives supply the Board with
information to allow it to make decisions on an
informed basis, and regularly attend meetings.
The Board and the Company Secretary
All directors have access to the Company
Secretary who is appointed by the Board.
The Company Secretary is accountable
to the Board, through the Chair, on
The Board has adopted an organisation
diversity and inclusion policy, a copy of which is
available on our website. The Nomination and
Remuneration Committee regularly considers
diversity issues and are consciously managing
the diversity of the Board and its committees.
The Board recommends that, where possible,
a minimum of twenty-five per cent of directors
on the Board should be female, which is
reflected in the current composition. For further
information relating to diversity, refer to the Our
People section of this report.
Directors are appointed by the Representative
Council. The Representative Council is
comprised of members selected by the
divisions and advisory committees, and other
members representing various groups as
selected by the Nomination and Remuneration
Committee. Its charter is available on the
CPA Australia website.
Under the Constitution, the Representative
Council's only direct power is to appoint the
Nomination and Remuneration Committee
The Nomination and Remuneration Committee
assists the Representative Council in selecting
appropriate candidates for appointment to
the Board. It reviews candidates and makes
recommendations to the Representative
Council. The Council must have due regard to,
but is not bound by, the recommendations of
the Nomination and Remuneration Committee. It
also advises the Board and the Representative
Council on succession plans for the Board. It
recommends to the Board appointments for all
The Nomination and Remuneration Committee
consists entirely of directors. The Chair is
Information required by principle 2
Directors are entitled to serve a maximum of two
terms consisting of three years each. The Board
is moving to a rotational model of one-third of
the Board, so during a transitional period, some
directors will have longer terms to effect the
transition. Full information on this transition is
located in the Constitution.
Directors are entitled to obtain reimbursement
of the reasonable costs of any independent
advice obtained in respect of their office. If a
director wishes to obtain independent external
advice, then he or she must notify the Board
before seeking that advice and obtain the prior
approval of the Chair, whose approval shall not
be unreasonably withheld.
The respective compositions and details of
meeting attendance of the committees are set
out in the Directors' Report on page 59. Minutes
of committee meetings are provided to the
Board at its next meeting.
The Board currently has four Board committees:
Nomination and Remuneration, Audit and Risk,
Finance and Policy Governance.
Each committee has a charter describing its role
and composition (available on the CPA Australia
website). The charters are reviewed regularly to
ensure that the role and responsibilities of each
committee are consistent with CPA Australia's
strategic and operational objectives. The Audit
and Risk, and Finance Committees may co-opt
members who, while they are not directors,
bring particular experience to the committees.
The Board committees are each scheduled
to meet approximately four times per year.
Attendance at Board committee meetings is set
out on page 59.
How we do business 51
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