Page 41 - Suncorp_Review

Suncorp Group Limited Annual Report 2010/11 39

The composition of the Board is subject to review in a number of ways, as outlined below:

–– The Company’s Constitution provides that at every Annual General Meeting one third of the directors, excluding the Group CEO, shall retire from offce but may stand for re-election.

Directors offering themselves for re-election are subject to a performance assessment, conducted by the Nomination Committee at the end of the fnancial year immediately preceding the director’s retirement date. That assessment is based largely on the outcomes of the annual Board appraisal which includes assessments of individual director performance.

Subject to the outcome of that assessment, the Board then confrms to shareholders whether it supports the re-election of each retiring director in a statement that accompanies the Notice of Meeting.

–– Board composition is reviewed periodically by the Nomination Committee, either when a vacancy arises, if it is considered that the Board would beneft from the services of a new director given the Board’s existing mix of skills and experience, or as part of the ongoing process of board succession planning.

The Board considers it important to maintain an appropriate mix between long serving directors with frst hand knowledge of the Suncorp Group’s businesses and corporate history, and new directors who bring new perspectives to the role. Over the course of the year, Dr Ian Blackburne retired as a director (31 August 2010); Ms Ilana Atlas was appointed a non-executive director (1 January 2011); Mr Stuart Grimshaw resigned as a director (23 August 2011); and Mr John Story announced he will be retiring as a director later this calendar year. The period of offce held by each of the directors as at the date of this Statement is as follows:

DIRECTOR TERM IN OFFICE

Mr John Story (Chairman) 16 years 7 months

Ms IIana Atlas 7 months

Mr William Bartlett 8 years 2 months

Ms Paula Dwyer 4 years 4 months

Mr Stuart Grimshaw* 1 year 7 months

Mr Ewoud Kulk 4 years 5 months

Mr Geoffrey Ricketts 4 years 5 months

Dr Zygmunt Switkowski 5 years 11 months

Mr Patrick Snowball 1 year 11 months

* Resigned 23 August 2011

–– A Board appraisal is conducted annually which includes an assessment of future requirements in relation to Board composition and overall Board performance. The appraisal process for the Board is set out in greater detail later in this section.

Once it has been determined by the Nomination Committee that a new director is to be appointed, a search is undertaken for suitable candidates, based on selection criteria

determined by the Board and utilising the services of external consultants. Nominations are subsequently received and reviewed by the Board.

1.4 Meetings of the Board

The Board generally meets monthly to consider matters relevant to the Suncorp Group’s operations and performance; however, additional meetings are also held as required. The Board also meets with Senior Executives at least twice a year to consider matters of strategic importance to the Suncorp Group. Prior to each meeting of directors, the non-executive directors meet in the absence of executive directors and any other management representatives. Senior Executives are invited to attend meetings where matters relevant to their respective business unit are to be considered.

The number of meetings of directors held over the course of the year and details of directors’ attendance at those meetings are provided in the Directors’ Report.

1.5 Director independence

As noted in 1.3 above, the Board must comprise a majority of non-executive directors who are independent. In line with the Recommendations, the Board will consider a director to be independent if he or she is not a member of management and is free of any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company.

When assessing whether a director has any relationships that could affect the director’s independence, the Board considers a number of factors which are consistent with the Recommendations. The Board takes a qualitative approach to materiality and assesses independence on a case-by-case basis by reference to each director’s particular circumstances rather than applying strict quantitative thresholds. The following factors and relationships are considered by the Board in assessing whether a director is independent: –– being a substantial shareholder of the Company or of a company that has a substantial shareholding in the Company or being an offcer of, or being otherwise associated with, either directly or indirectly, a substantial shareholder

–– being employed in an executive capacity by the Suncorp Group within the last three years

–– being a principal of a material professional adviser or a material consultant to the Group, within the last three years

–– being, or being associated with, a material supplier or customer of the Suncorp Group

–– being in a material contractual relationship with the Suncorp Group other than as a director of the Company; and

–– having any other interest or relationship that could materially interfere with the director’s ability to act in the best interests of the Company and independently of management.