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APN
annual report
2011
Cameron Ralph agreed to the inclusion of the following summary
of its review:
Overall, Cameron Ralph rates the Board of APN News &
Media Limited as sound
(2011)
. The Board’s practices deliver
sound capabilities across the range of critical elements of
Board effectiveness. The Board’s governance practices are
competent to meet most challenges. This Board demonstrates
the independence and ability to act in the best interests of the
Company.
(1)
Board
Committees
The Board has established a number of Committees to assist in
the execution of its duties and to allow detailed consideration of
various issues.
Current Committees of the Board include, among others, the
Nomination Committee, Remuneration Committee and Audit
Committee which all consist entirely of non-executive Directors.
Each of these Committees has its own formal charter setting out the
authority delegated to it by the Board. Copies of the charters are
available on the Company’s website.
All matters determined by these Committees are submitted to the
full Board for ratification.
Nomination Committee
The Board established a Nomination Committee in 1997. During
the reporting period, the Nomination Committee consisted of the
following non-executive Directors:
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GK O’Reilly (Chairman)
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JH Maasland
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PM Cosgrove
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PP Cody
(resigned as a Director on 22 February 2012).
Since the end of the reporting period, Gavin O’Reilly resigned from
the Nomination Committee and was replaced by Melinda Conrad as
Chair and member of the Nomination Committee.
The main role of the Nomination Committee is to:
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review the composition of the Board to ensure it is comprised
of members who provide the required breadth and depth of
experience and knowledge to achieve the objectives of the
Board;
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ensure the filling of any vacancies on the Board with the best
possible candidate through the use of executive search firms
and/or by direct approach; and
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consider the appointment of additional Directors to provide the
expertise to achieve the strategic and economic goals of the
Group.
The Board appreciates that having a range of backgrounds, skills and
experiences contributes to a well functioning Board that robustly
considers issues and makes decisions. The range of skills and
experience currently represented on the Board includes, by way of
example, management, business and operations (across a range of
industries including in Australia, New Zealand and Asia), accounting
and financial, and advertising and marketing.
Once a potential candidate for the Board is identified, the Nomination
Committee conducts a review of the relevant candidate’s experience
and qualifications and the needs of the Company and the Board.
Following the review, the Nomination Committee may recommend to
the Board that the candidate be appointed a Director.
Remuneration Committee
The Board established a Remuneration Committee in 1997. During
the reporting period, the Remuneration Committee consisted of the
following non-executive Directors:
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AE Harris (Chairman)
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KJ Luscombe
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GK O’Reilly
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VC Crowley
Since the end of the reporting period, Mr Crowley resigned from the
Remuneration Committee to ensure that it consists of a majority of
independent Directors in accordance with Recommendation 8.2.
The main role of the Remuneration Committee is to:
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ensure that remuneration policies and practices are consistent
with the strategic goals of the Group and are relevant to the
achievement of those goals;
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review on an annual basis the remuneration of executive
Directors, including establishing the overall benefits and
incentives;
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review in consultation with the Chief Executive Officer,
remuneration packages of executives reporting directly to the
Chief Executive Officer;
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review non-executive Directors’ remuneration and benefits;
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obtain independent advice, as necessary, on the
appropriateness of remuneration; and
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be responsible for reviewing general incentive schemes and
superannuation plans.
corporate governance
APN News & Media Limited and Controlled Entities
(1) Cameron Ralph considers materials provided by the organisation and interviews with Directors and some senior executives, to make this assessment solely of the
corporate governance risk with respect to this organisation at the specified point in time. The rating cannot, and does not, represent either a credit assessment, or an
assessment of the organisation’s strategies or performance, or an assessment with respect to its corporate governance risk at any other time or in changed circumstances.