MIRVAC gRoup AnnuAl RepoRt 2012 - Mirvac - Mirvac Group

CoRpoRAte goVeRnAnCe stAteMent
3 pRinciple 2: stRuctuRe the boARD
to ADD vAlue / continueD
The ARCC is responsible for reviewing the independence
of Directors each year. It is Mirvac’s view that the status
of its Directors at 30 June 2012 is as follows:
executive Director
Nicholas Collishaw (Managing Director)
independent non-executive Directors
James MacKenzie (Chairman)
Marina Darling
Peter hawkins
James Millar AM
John Mulcahy
John Peters
elana Rubin
It is Mirvac’s view that none of the relationships listed in
Box 2.1 in the Recommendations exist in relation to any
of its Directors and that all of its Directors have exercised
judgement and discharged their responsibilities in an
unrestricted and independent manner throughout the year.
d) board committees
To assist the Board in carrying out its functions, the Board
has established:
— an ARCC (see section 5(a) of this statement);
— a nomination committee (see section 3(e) of this
statement); and
— a hRC (see section 9(a) of this statement).
The Board also established special purpose committees as
required during the year. Membership and terms of reference
of these committees are determined for each particular
purpose. Attendances at special purpose committee meetings
are included in the Director attendance table on page 34 in
the Directors’ report.
All Directors are entitled to attend meetings of the
Board committees. Minutes of all Board committee and
eLT meetings are provided to Directors in each Board
pack. Proceedings of each Board committee meeting are
reported by the committee Chair at the subsequent Board
meeting. each committee is entitled to the resources and
information it requires to discharge its responsibilities,
including direct access to senior executives, employees and
advisers as needed.
e) nomination committee
The nomination committee was formed by resolution of the
Board, in accordance with the Board Charter. The nomination
committee is governed by the nomination committee Charter,
which is available on Mirvac’s website: www.mirvac.com/
corporate-governance. The objective of this committee is
to assist the Board in ensuring that Mirvac has Boards and
committees of effective composition, size, expertise and
commitment to adequately discharge their responsibilities
and duties, having regard to the law and the highest
standards of governance, with the specific responsibilities
as set out in its Charter. The nomination committee Charter
was reviewed and updated during 2011.
30 mirvac group annual report 2012
The nomination committee consists of four members.
Members are appointed by the Board from the independent
Non-executive Directors. The current members of the
Nomination committee are James MacKenzie (Chair),
Peter hawkins, John Mulcahy and elana Rubin, each an
independent Non-executive Director. Details of meeting
attendance of the Non-executive Director members of the
Nomination committee are contained in the following table:
Number of Number of
nomination nomination
committee committee
meetings held meetings attended
Director whilst a member whilst a member
James MacKenzie (Chair) 3 3
Peter hawkins 3 3
John Mulcahy 3 3
elana Rubin 3 3
The accountabilities and responsibilities of the nomination
committee are set out in the nomination committee Charter.
The responsibilities include reviewing Non-executive
Director remuneration, assessing the skills and necessary
industry, technical or functional experience required on
the Board, conducting searches for new Board members,
ensuring succession plans are in place for Board
members and assisting the Chairman to evaluate the
performance of the Board as a whole, as well as individual
Non-executive Directors.
f) Director selection process and board renewal
The nomination committee manages the process of
recommending preferred director candidates to the
Board. The committee reviews the skills and necessary
industry, technical or functional experience required on
the Board and then assesses the extent to which these are
represented on the existing Board. If the need for a new
candidate is identified, the committee will conduct a search,
using professional assistance if required and recommend
a candidate to the Board. This process ensures a diverse
range of candidates is considered.
The Board seeks to have a mix of skills and diversity across
its members. The mix of skills and diversity the Board
is looking to achieve in its membership is 50 per cent
female membership by 2020 to reflect the communities
and customers Mirvac serves, financial expertise, industry
experience, technical expertise related to Mirvac’s current
and future business and independence. The skills mix
required will change from time to time as Mirvac’s business
and environment changes.
A key component of the Board renewal and selection process
is ensuring succession plans are in place for Directors.
The committee ensures that succession plans are in place
to maintain an appropriate mix of skills, experience, expertise
and diversity on the Board.
g) board and Director performance evaluation
The performance of the Board, the Board committees and
Directors is reviewed and conducted through the Chairman.
The Chairman provides open and transparent performance
feedback to the Board, the Board committees and each
individual Director, based on the discussions conducted.
The Chairman also seeks feedback on the performance of
the Board and Directors from the Managing Director and
other members of the eLT. Feedback is also sought on the
Chairman’s performance.
The Board performance review process conducted during
the year ended 30 June 2012 indicated no major issues
or concerns in relation to the Board, Board committees
or individual Director performance which required
further attention.