Board Performance Review & Renewal Policy

Transcription

1 Bard Perfrmance Review & Renewal Plicy St Andrew s Insurance (Australia) Pty Ltd St Andrew s Life Insurance Pty Ltd St Andrew s Australia Services Pty Ltd Versin 2.0, 22 February 2016

2 Apprver Bard f Directrs St Andrew s Grup f Cmpanies Cmpany Secretary Owner Cmpany Secretary Functinal Owner Level 1 Plicy Hierarchy Classificatin Revisin Histry Versin Apprval Date Authr Descriptin 2 22 February 2016 Cmpany Secretary Annual Revisin f Plicy and amendments t meet requirements f the BOQ Grup Plicy Framewrk

3 Cntents 1 Intrductin Purpse Key Functins f the Bard... Errr! Bkmark nt defined. 2.1 Key Functins... Errr! Bkmark nt defined. 2.2 Appintment f Directrs Review f Perfrmance... 4 Evaluatin f Directr Perfrmance Review f Cmpsitin f Bard and Cmmittees Use f External Cnsultants Review f Plicy... Errr! Bkmark nt defined. Cmmercial in cnfidence Bank f Queensland Limited All rights reserved 3

4 1 Intrductin 1.1 Purpse St Andrew s Insurance (Australia) Pty Ltd (SAI), St Andrew s Life Insurance Pty Ltd (SALI) and St Andrew s Australia Services Pty Ltd (SAAS), (cllectively, the St Andrew s Grup) cnduct their business in a cmplex and cnstantly changing regulatry and business envirnment. It is imprtant that the Bard f the St Andrew s Grup review its wn perfrmance and thse f its cmmittees frm time t time, with a view t achieving and maintaining a high level f perfrmance in such an envirnment. The St Andrew s Grup f cmpanies are subsidiaries f Bank f Queensland Limited (BOQ r the Bank), This Plicy sets ut the guidelines that the Bard has agreed t fllw regarding Bard renewal and Bard perfrmance evaluatins fr the St Andrew s Grup. The St Andrew s Grup Bard reviews its perfrmance and thse f its Cmmittees, in accrdance with this Plicy. Each Directr is expected t: actively seek a full appreciatin f the business f the St Andrew s Grup, including key business drivers, the risks facing the St Andrew s Grup, applicable risk management plicies, the regulatry envirnment in which each cmpany perates, and all relevant banking, finance and insurance sectr issues (as applicable t the cmpany). actively participate in pen, hnest discussin and bring an independent mind t bear n matters befre the St Andrew s Grup Bard. 2 Bard Perfrmance Evaluatins 2.1 Appintment f Directrs Appintment f new directrs will be determined by, and at the discretin f, the Bank. When appinting a new directr, the Bank s Bard will cnsider ptential candidates taking int accunt the need t balance the skills, tenure, experience, diversity and perspectives f its directrs as a whle. Ptential candidates fr bard psitins will be surced using the Bank s Bard s cntacts and market intelligence, as well as thrugh the services f specialist external advisers. In surcing new directrs, the Bank s Bard will have reference t the Bank s Diversity Plicy, with the bjective t shrt-list at least 1 female candidate fr each vacant bard psitin wherever reasnably pssible. When cnsidering whether t supprt an incumbent directr s nminatin fr electin, the Bank s Bard will cnsider the directr s perfrmance (taking int accunt the factrs in sectin belw) and the skills, experience, expertise and diversity that the directr brings t the St Andrew s Grup s Bards. 2.2 Review f Perfrmance The St Andrew s Grup Bard is t meet annually fr the purpse f reviewing and evaluating the perfrmance f the Bard as a whle, in meeting its key respnsibilities and achieving its bjectives. As part f this review the perfrmance f the Bard as a whle, each Directr, and the Chairman is assessed annually, and an independent external facilitatr may be used peridically t assist in this prcess. The facilitatr seeks input frm each Directr and, where deemed apprpriate, certain members f senir management when carrying ut the assessment. The Chairman meets at least nce a year n a ne-n-ne basis with each Directr fr discussin n Bard perfrmance and individual Directr perfrmance, and t allw each Directr t raise all issues cnsidered t be relevant t the review and evaluatin. T assist with maximising the effectiveness f such discussins, the Chairman is prvided with bjective infrmatin abut each Directr (such as number f meetings attended by the Directr during the past year, cmmittee memberships, and ther current directrships), and the results f any externally facilitated assessment, if ne has ccurred during the perid under review. Cmmercial in cnfidence Bank f Queensland Limited All rights reserved 4

5 The Chairman meets at least nce a year with the Chief Financial Officer f the Bank and with the Chief Executive Officer f the St Andrew s Grup (CEO, St Andrew s Grup) t discuss management s view f the Bard's perfrmance, level f interactin with, and supprt f, management. These matters may als be discussed frm time t time during meetings f the Chairman and the CEO, St Andrew s Grup thrughut the year. In additin t the annual review a Directr may, at any time, request t discuss any Bard perfrmance cncerns with the St Andrew s Grup Chairpersn. A review f the perfrmance f the St Andrew s Grup Chairpersn f the Bard is als undertaken n an annual basis, based n feedback btained frm each Directr. This is discussed by the Bard as a whle with the St Andrew s Grup Chairpersn. All ne-n-ne discussins are cnfidential, unless therwise agreed by the Directr cncerned. Evaluatin f Directr Perfrmance The evaluatin f directr perfrmance will have regard t factrs such as: expectatins f Directrs as nted in sectin 1.1 f this Plicy; and the expectatin that the Directrs and the Bard as a whle will perfrm their duties: in the interests f sharehlders and ther stakehlders; in a manner cnsistent with the Bank s cre values f passin, achievement, curage, integrity and teamwrk; and in accrdance with the duties and bligatins impsed by applicable laws. Directrs are encuraged t maintain and imprve their knwledge, skills and expertise thrugh briefings, seminars and nging training prgrams. The Chairman f the St Andrew s Bard is t meet at least nce a year ne-n-ne with the Chairman f the Bank s Bard fr a discussin n Bard perfrmance, individual Directr perfrmance and St Andrew s Grup Management s perfrmance. 2.3 Review f Cmpsitin f Bard and Cmmittees The Bank s Bard determines the criteria fr St Andrew s Grup Bard membership and reviews the cmpsitin f the St Andrew s Grup Bard in accrdance with the SAI and SALI Bard Charters. The Bank s Bard seeks t ensure that there is an apprpriate range f skills and expertise n each Cmmittee, reflecting the type and scpe f wrk each Cmmittee is t undertake. The Bank s Bard has charged the BOQ Nminatin & Gvernance Cmmittee with the respnsibility t make recmmendatins t the BOQ Bard n the St Andrew s Grup Bard and Cmmittee cmpsitin and successin plans, and t address matters including ensuring that the St Andrew s Grup Bard remains pen t new ideas and independent thinking while retaining adequate expertise. The BOQ Bard als gives cnsideratin t whether Directrs have served n the St Andrew s Grup Bard fr a perid which culd, r culd reasnably be perceived t, materially interfere with their ability t act in the best interests f the cmpany. 2.4 Use f External Cnsultants The BOQ Bard may engage external cnsultants t: evaluate the St Andrew s Grup Bard s perfrmance in accrdance with this Plicy; r implement recmmendatins made by the BOQ Bard as a result f any evaluatin. Cmmercial in cnfidence Bank f Queensland Limited All rights reserved 5