TASSAL GROUP LIMITED ABN

Transcription

1 Plicy fr the Selectin and Appintment f Directrs TASSAL GROUP LIMITED ABN Plicy fr the Selectin and Appintment f Directrs (Reviewed by the Bard 25 June 2013) 1 Reviewed by the Bard - 25 June 2013

2 Plicy fr the Selectin and Appintment f Directrs CONTENTS 1. Intrductin and Purpse 2. Prcedure fr Selectin and Appintment f New Directr(s) 3. Prcedure fr Re-appintment f Incumbent Directr(s) 4. Renewal Plicy and Term f Office 5. Cmpetencies Matrix 6. Disclsure 7. Wh t Cntact 2 Reviewed by the Bard - 25 June 2013

3 Plicy fr the Selectin and Appintment f Directrs 1. Intrductin and Purpse The respnsibility fr the selectin and recmmendatin t the Bard f ptential Directrs has been delegated t the Remuneratin and Nminatins Cmmittee ( the Cmmittee ) which shall peridically review the cmpsitin f the Bard t ensure that the Bard has at all times the mix f members and expertise necessary fr the successful versight f the Cmpany s business and the delivery f value t sharehlders. This Plicy prvides guidelines fr the exercise f the Cmmittee s respnsibilities authrity having regard t the fllwing principles: the Bard shuld cnsist f members with an apprpriate mix f skills, diversity, experience, gender, race, ethnicity and age t enable the Bard t be an effective decisin making bdy; a majrity f the Bard shall be Nn-executive Directrs; a sufficient majrity f the Directrs shuld als be independent f the Cmpany such that a majrity f the Bard as a whle are bth Nn- Executive and independent; and the prcedure fr selectin f Directrs shuld be sufficiently flexible t meet the needs f the Cmpany depending n its circumstances at any particular time. 2. Prcedure fr Selectin and Appintment f New Directr(s) The Cmmittee shall: assess the current Bard s cmpetencies, skills and qualities; give cnsideratin t the experience regarded as imprtant t be represented n the Bard, namely: experience as a Directr; experience as an Executive reprting t a Bard; relevant business experience; financial experience; technlgy experience; marketing experience; legal and regulatry experience; and crprate gvernance and risk management experience; assess the future needs f the business; develp a range f selectin criteria fr ptential Bard candidate(s) (as annexed in the Cmpetencies Matrix ); these may include, amng ther things, knwledge, experience, skills, expertise, integrity, diversity, ability t Reviewed by the Bard - 25 June

4 Plicy fr the Selectin and Appintment f Directrs make independent analytical inquiries, understanding f the Cmpany s business envirnment, willingness t devte adequate time and effrt t the perceived needs f the Bard; cnsider recmmendatins frm sharehlders, management and thers as it deems apprpriate; use, if cnsidered desirable, the services f an independent executive search firm t assess the apprpriateness f candidates and/r t prvide r supplement the candidate list; meet with and evaluate the final ptential candidates and in particular determine the extent t which ptential Bard candidates are (a) are likely t wrk cnstructively with the existing Directrs, (b) cntribute t the verall effectiveness f the Bard and (c) safeguard the interests f the Cmpany and avid cnflicts f interest; cnsider whether the ptential Bard candidate is likely t be appinted t any Bard cmmittees; advise ptential Bard candidates f the Cmpany s plicy regarding its expectatins f Directrs t ensure that candidates are fully infrmed f such expectatins including regulatry and cmpliance requirements; and prvide the Bard with a list f ptential Bard candidates and a recmmendatin. The Bard shall: examine and review the list f ptential Bard candidates prvided by the Cmmittee; authrise the Chairman t apprach the desired candidate(s) and prvide the Cmpany s draft terms f appintment fr review; and appint, if the Bard s determines, the final recmmended candidate t the Bard in accrdance with the Cmpany s Cnstitutin and n the terms f the appintment agreed with the ptential Bard candidate. In accrdance with the Cmpany s Cnstitutin, if the Bard appints a new Directr during the year, that persn will stand fr electin by sharehlders at the next Annual General Meeting. Sharehlders are prvided with relevant backgrund infrmatin n the candidate fr electin and the candidate is invited t give a shrt presentatin t the Annual General Meeting in supprt f their electin. 3. Prcedure fr Re-appintment f Incumbent Directr(s) The Cmpany s Cnstitutin prvides that a Directr may nt hld ffice fr a cntinuus perid in excess f 3 years r past the third Annual General Meeting fllwing the Directr s appintment withut submitting fr re-electin. Retiring Directrs are subject t the selectin and appintment prcedures set ut in the Cnstitutin f the Cmpany, the ASX Listing Rules and the Crpratins Act. 4 Reviewed by the Bard - 25 June 2013

5 Plicy fr the Selectin and Appintment f Directrs Sharehlders are prvided with relevant backgrund infrmatin n the retiring Directr and the candidate is invited t give a shrt presentatin t the Annual General Meeting in supprt f their re-electin. The Cmmittee (excluding the retiring Directr(s)) shall, apprximately five mnths befre the date f an Annual General Meeting at which a Directr is scheduled t retire, re-evaluate the qualificatins, experience and perfrmance f each retiring Directr befre determining whether t recmmend t the Bard that they be nminated fr an additinal term. The Bard (excluding the retiring Directr(s)) shall: examine and review the re-electin recmmendatin prvided by the Cmmittee; authrise the Chairman t apprach the retiring Directr(s) t cnvey the Bard s views cncerning the prpsed re-electin f the retiring Directr(s) at the next Annual General Meeting; authrise the Cmpany Secretary t make the apprpriate arrangements in accrdance with the Cnstitutin f the Cmpany, the ASX Listing Rules and the Crpratins Act in respect f the views expressed by the Bard cncerning the prpsed re-electin f retiring Directr(s); and if the Bard des nt supprt the re-electin f the retiring Directr(s) at the next Annual General Meeting, instruct the Cmmittee (if an additinal directr is desired t fill the vacancy t be created), t initiate the prcedure prvided fr in clause 2 abve. 4. Renewal Plicy and Term f Office Directrs are elected fr a term f three years. The Bard believes that it shuld nt establish strict limits n the number f terms a Directr may serve. Term limits may cause the lss f experience and expertise imprtant t the ptimal peratin f the Bard. Hwever, the Cmpany's Plicy n Independence f Directrs indicates that length f service may in sme cases be an indicatin that the Directr is n lnger independent. Directrs are nt entitled t any retirement r similar allwance upn ceasing t be a Directr fr any reasn. There is n maximum age limit fr a Directr. 5. Disclsure This Plicy fr the Selectin and Appintment f Directrs is publicly available n the Cmpany s website in a clearly marked Crprate Gvernance sectin. 6. Wh t Cntact Any questins relating t the interpretatin f this Plicy shuld be frwarded t the Cmpany Secretary. 5 Reviewed by the Bard - 25 June 2013

6 Plicy fr the Selectin and Appintment f Directrs Annexure - Cmpetencies Matrix Cmpetencies cnsidered by the Cmmittee when cnsidering and recmmending a persn fr appintment as a Directr include: 1. General Cmpetencies ability t make infrmed business decisins; entrepreneurial; can see wider picture and perspective; integrity in persnal and business dealings; ability t make independent analytical inquiries; and willingness t devte adequate time and effrt t the perceived needs f the Bard. 2. Knwledge Cmpetencies technlgy experience; marketing experience; crprate gvernance and risk management experience; understand legal, accunting, and regulatry requirements affecting the Cmpany; understand respnsibilities as a Directr and senir Executive; is aware f latest business and management practices; understand the rles, prcesses and relatinships f the Bard and its members; and knws the key perfrmance indicatrs f the Cmpany and its senir management. 3. Strategic Cmpetencies can see strengths and weaknesses f Cmpanies and businesses - and hw decisins will impact them; ability t recgnise pprtunities and threats in the industry; ability t recgnise wider business and scietal changes - particularly in the cntext f glbal markets; understanding f cmpatibility required between budgets and business plans and visin and strategy and have the ability t effectively mnitr these budgets, plans and strategies; aware f change and the need fr change; and understand the difference between gvernance and management issues. 4. Financial and Analytical Cmpetencies can read and interpret financial reprts; ability t think critically and t challenge prpsals; understanding issues frm different perspectives; and asks fr and use infrmatin t make infrmed judgements and assessments. 5. Character Cmpetencies acts n mrals and values; willing t act n, and remain accuntable fr, Bard decisins; curage t pursue persnal cnvictins; and can be bjective at all times abut what is best fr the Cmpany. Reviewed by the Bard - 25 June

7 Plicy fr the Selectin and Appintment f Directrs 6. Cmmunicatin Cmpetencies can articulate thughts, pinins, ratinales, and pints in a clear, cncise and lgical manner; is flexible and willing t change stances when necessary and apprpriate; ability t listen, prcess and understand key pints; can interact with ther Bard members in a grup setting, bth cntributing t, and valuing the cntributins f all members; ability t cach members f staff; ability t deal with the media cmfrtable n public platfrms; and recgnise the mtivatins f investrs, analysts, custmers, cmpetitrs, emplyees, regulatrs and ther grups - and cmmunicate with them accrdingly. Reviewed by the Bard - 25 June