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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 />

page 15

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