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Board skills matrix The board has adopted a board skills matrix which takes account of the breadth of the Company’s business interests and the nature of the Company’s strategic focus. Skills and diversity that are relatively underweight are considered in making appointments to the board.
Building products industry Construction industry Distribution industry
Industry
Australian business experience International business experience
Geography
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Finance/Accounting Legal/Governance Marketing Information technology Supply chain
Expertise
Diversity
Gender
Director induction and professional development The board conducts induction and continuing professional development for directors, which includes visits to Company operations and briefings from key executives and industry experts. Directors are provided with material health and safety information relevant to the business and attend site visits. Board performance Reviews of the performance of the board and individual directors are carried out regularly to ensure the board as a whole and individual directors are performing to a high standard. The board carried out a review of its performance and of the committees in mid-2016, with the assistance of an independent consultant Propero Consulting Limited. The review process included an online survey, a range of director and management team interviews, an observation of a board meeting, a review of board packs and a board discussion and feedback session. A refreshed board will be in place from 1 September 2018 and with new appointees to be voted on by the shareholders at the forthcoming annual shareholders’ meeting. A performance review of the board and its committees will be undertaken in 2019. Principle 3 – Board Committees “The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.” In accordance with the board Charter, various committees have been set up to enhance the board’s effectiveness in key areas, while still retaining overall responsibility. As at 30 June 2018 the standing board committees are:
• Audit and Risk Committee • Nominations Committee • Remuneration Committee • Safety, Health, Environment and Sustainability Committee
Each committee is governed by a charter setting out its roles and responsibilities. The charter for each committee is available on the Company’s website. Committees do not take action or make decisions on behalf of the board unless specifically mandated by prior board authority to do so. Employees only attend meetings of the Audit and Risk Committee and Remuneration Committee at the invitation of the particular committee. From time to time, the board may create ad hoc committees to examine specific issues on its behalf. In FY18, the board established a Due Diligence Committee to oversee and coordinate the due diligence process for the accelerated pro-rata entitlement offer of ordinary shares in the Company. The Due Diligence Committee was comprised of Bruce Hassall (chairman), Sir Ralph Norris and Tony Carter.
112 Fletcher Building Limited Annual Report 2018
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