annual report 2011
annual report 2011
annual report 2011
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IOOF | <strong>annual</strong> <strong>report</strong> <strong>2011</strong><br />
Corporate Governance<br />
The Board of Directors and management of IOOF recognise the importance of good corporate<br />
governance and are committed to maintaining high governance standards within the Group. This is an<br />
organisational priority since IOOF is both a listed company and an entity operating within the highly<br />
regulated financial services sector, overseen by APRA, ASIC, the ASX and AUSTRAC.<br />
The Board is responsible to its<br />
shareholders for the performance of the<br />
Company. The Board’s focus is to enhance<br />
the interests of shareholders and key<br />
stakeholders (eg employees, regulators,<br />
etc).<br />
A summary of the Company’s policies<br />
and procedures in relation to governance<br />
is available in the corporate governance<br />
section of the Company’s website:<br />
www.ioof.com.au<br />
The Company’s corporate governance<br />
policies and practices are reviewed<br />
at least <strong>annual</strong>ly and will continue<br />
to develop and improve through<br />
benchmarking against best practice<br />
corporate governance.<br />
Principle 1: Lay solid<br />
foundations for<br />
management and<br />
over sight<br />
The Board is constituted and empowered<br />
under its Constitution and the<br />
requirements of the Corporations Act<br />
2001. The Board has delegated some of<br />
their powers to Board Committees and<br />
Management including:<br />
• overseeing strategic objectives and<br />
direction of the company<br />
• setting and monitoring <strong>annual</strong><br />
operating plans<br />
• monitoring financial objectives<br />
• ongoing assessment and monitoring<br />
of performance<br />
• determining group financial strategy<br />
and policies<br />
• managing and monitoring risk and<br />
compliance, internal compliance and<br />
control<br />
• reviewing the Company’s code<br />
of conduct and overall corporate<br />
governance to ensure effective<br />
and timely disclosure of policies,<br />
procedures and other relevant data<br />
to the market, shareholders and<br />
customers.<br />
Delegation to Managing<br />
Director<br />
The Board delegates to the Managing<br />
Director responsibility for implementing<br />
the Company’s strategy and managing<br />
day to day operations. Clear lines of<br />
communication have been established<br />
between the Chairman and the<br />
Managing Director to ensure these<br />
responsibilities are understood.<br />
Appointment of Directors<br />
All Directors receive an induction pack on<br />
appointment which sets out the Board’s<br />
responsibilities, the Director’s duties and<br />
the role of the Committees.<br />
Principle 2: Structure the<br />
board to add value<br />
Board independence<br />
A Director of IOOF will be considered<br />
independent where the Director is<br />
independent of Management (ie a<br />
Non-Executive Director), does not hold<br />
a substantial interest in the company<br />
and is free from any business or other<br />
relationship that could materially<br />
interfere with, or could reasonably be<br />
perceived to interfere with, the exercise<br />
of independent judgement. The Board<br />
has made its own assessment to<br />
determine the independence of each<br />
Director and notes that at the date of<br />
this <strong>report</strong> four of the six Directors are<br />
considered independent. The Board<br />
notes the requirement for a majority of<br />
independent Directors.<br />
Composition of Board<br />
At the date of this <strong>report</strong> the Board<br />
comprises five Non-Executive Directors,<br />
four of which are independent and<br />
one Executive Director (Christopher<br />
Kelaher). Mr Ian Griffiths is not considered<br />
independent as he was previously an<br />
executive with the Australian Wealth<br />
Management business within the past<br />
three year period.<br />
A profile of each Director is set out in<br />
the Director’s <strong>report</strong>. The Chairman<br />
is selected by the Board and is an<br />
independent Director. The Chairman<br />
and Managing Director have separate<br />
roles. The Chairman provides leadership<br />
to the Board and is responsible for the<br />
efficient Management of the business<br />
of the Board. The Chairman is either a<br />
member or an ex-officio member of each<br />
Board Committee. The independent<br />
Non-Executive Directors are Messrs Blair,<br />
Venardos, Dr Sexton and Ms Harvey.<br />
As at the date of this <strong>report</strong>, both the<br />
Board and its committees had conducted<br />
a performance evaluation by way of a<br />
self-assessment survey for the period.<br />
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