annual report 2011

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