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Suncorp Group Limited Annual Report 2010/11 41

Following the interview process, the Chairman may also meet with individual directors to discuss any issues that may have arisen during the interview stage in relation to that director’s performance.

A review, facilitated by external consultants, was conducted in accordance with the above process for the 2010/11 fnancial year.

Part 2. Board committees and New Zealand subsidiaries

2.1 Board committees

In order to provide adequate time for the Board to concentrate on strategy, planning and performance enhancement, the Board has delegated certain specifc duties to Board committees. To this end, four Board committees have been established to assist and support the Board in the conduct of its duties and obligations. The committees form an important part of the Suncorp Group’s overall governance structure and therefore non-executive directors may attend meetings of any committee of which they are not a member or they can choose to receive copies of particular papers or reports listed for discussion at those meetings. Each committee has its own charter, which is approved by the Board and which defnes the relevant committee’s roles and responsibilities. Copies of the charters are available on the Company’s website at www.suncorpgroup.com.au under ‘Corporate Governance’.

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

2.2 Board committee appraisals

The performance of the Audit, Risk and Remuneration committees are subject to an annual assessment of their effectiveness in meeting the requirements of their charters. The assessments are based on the results of questionnaires/ checklists completed by each committee. The results are collated and a report submitted to the Board for consideration. On the basis of that assessment, committee membership and structure is confrmed or amended. Assessments of the Audit, Risk and Remuneration Committees were conducted in accordance with the above process for the 2010/11 fnancial year. The performance of the Nomination Committee is reviewed as part of the Board appraisal, on the basis that all non-executive directors are members of the Nomination Committee.

2.3 New Zealand subsidiaries

The Suncorp Group’s major operating entities in

New Zealand include Vero Insurance New Zealand Limited (Vero NZ) and Asteron Life Limited. Governance oversight of these companies is provided through the respective board of directors, which in the case of Vero NZ, comprise independent non-executive directors, including Mr Geoffrey Ricketts, a director of the Company. Mr Ricketts is the Chairman of the board of each of the above companies.

COMMITTEE MEMBERS AND COMPOSITION ROLE

Audit The members of the Audit Committee are:

–– Ms I Atlas (appointed 1 February 2011, resigned 30 June 2011)

–– Mr W Bartlett (Chairman until 31 August 2010) –– Ms P Dwyer (Chairman from 1 September 2010) –– Mr S Grimshaw (resigned 23 August 2011) Mr J Story is an ex-offcio member of the Audit Committee.

At the date of this Statement, the qualifcations of the members of the Audit Committee satisfy the requirements of the ASX guidelines. Details of those qualifcations are provided in the Directors’ Report.

At all times throughout the reporting period, the members of the Audit Committee were all non-executive directors.

However, the Group CEO, Group Chief Financial Offcer (Group CFO), and the internal and external auditor are invited to meetings at the Audit Committee’s discretion.

The Audit Committee also holds discussions with the auditors in the absence of management on a regular basis.

The primary role of the Audit Committee is to assist the Board in fulflling its statutory and fduciary responsibilities with respect to oversight of the Suncorp Group’s fnancial and operational control environment.

Specifc issues addressed by the Audit Committee throughout the year, in accordance with its charter, included:

–– reviewing statutory reports and returns for lodgement with APRA

–– reviewing half-year and annual fnancial statements and reports prior to consideration by the Board

–– reviewing and assessing reports from management, the Appointed Actuary (general insurance) and the Appointed Actuary (life insurance), the Reviewing Actuary and the external auditors in relation to matters impacting on the half-year and annual fnancial statements

–– audit planning – reviewing and approving audit plans as submitted by both internal and external auditors and agreeing areas of audit emphasis and audit approach

–– reviewing the provision of non-audit services by the external auditor to assess whether there is any potential impact on the auditor’s independence; and

–– reviewing internal and external audit reports and where weaknesses in controls or procedures have been identifed, assessing whether remedial action taken by management is adequate and appropriate.