FLE122 Annual Report 2018

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Governance

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Independent auditor's report

Remuneration report

Statutory disclosures

Corporate directory

Committee

Role

Members

Bruce Hassall (Chairman) Antony Carter Cecilia Tarrant Steve Vamos All non-executive directors are members of the Nominations Committee Sir Ralph Norris (Chairman) Alan Jackson (Chairman) Antony Carter Steve Vamos

Audit and Risk Committee (ARC)

The role of the ARC is to advise and assist the board in discharging the responsibilities with respect to external financial reporting, internal control environment, internal audit and external audit functions, and risk management practices. The committee’s role is to identify and recommend individuals to the board for nomination as members of the board and its committees and the terms, if any, of such membership. The principal role of the committee is to oversee and regulate compensation and organisation matters affecting the Company, including remuneration and benefits, policies, performance and remuneration of the Company’s senior executives, management development and succession planning of the chief executive officer and his direct reports. The role of the committee is to assist the board to provide leadership and policy for SHES management within Fletcher Building. The committee will focus on compliance with legislative and regulatory requirements and the promotion of good SHES governance.

Nominations Committee

Remuneration Committee

Cecilia Tarrant (Chairman) Alan Jackson

Safety, Health, Environment and Sustainability Committee (SHES)

Attendance at Board and Committee meetings The table below shows directors’ attendance at the board, standing committee and Due Diligence Committee meetings during the year ended 30 June 2018. In addition, the board constituted ad-hoc sub-committees to review and make recommendations on major projects.

Safety, Health, Environment and Sustainability Committee

Audit and Risk Committee

Due Diligence Committee

Nominations Committee 1

Remuneration Committee

Board

Number of meetings held Sir Ralph Norris (Chairman) 2

20 20 19 19 20

5 5 3 5 1 1 5 5

3 3 3 3 3 1 1 3 3

4 4 4

3 2

7 7 6 7 1

Antony Carter 3 Bruce Hassall 4 Alan Jackson John Judge 5 Kate Spargo 6 Cecilia Tarrant 7 Steve Vamos

4

3

5 3

1 3

20 20

1 1

4

1 All non-executive directors are members of the Nominations Committee. 2 Sir Ralph Norris attended all committee meetings in an ex officio capacity, excluding his attendance as chair of the Nominations Committee.

3 Appointed member of the Audit and Risk Committee from 20 September 2017. 4 Appointed chairman of the Audit and Risk Committee from 25 October 2017.

5 Retired from the board on 25 October 2017. 6 Ceased to be director on 20 September 2017. 7 Appointed chairman of the Safety, Health, Environment and Sustainability Committee from 20 September 2017.

Takeover protocols The board has established detailed protocols that set out the procedure to be followed if there is a takeover offer for the Company, including any communication between Company insiders and the bidder.

113 Fletcher Building Limited Annual Report 2018

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