Board committees

Committees of the Genworth Australia Board

The Board discharges its duties in relation to certain specific functions through the following main committees of the Board:

  • Audit committee
  • Risk committee
  • Capital and investment committee, and
  • Remuneration and nominations committee.

The Board undertakes to ensure that these committees receive sufficient support to enable them to fulfill their roles and discharge their responsibilities.

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Audit committee

The role of the Audit Committee is to assist the Board in providing objective non-executive review of the effectiveness of Genworth Australia's financial management and reporting, audit and compliance framework. The Audit Committee is responsible for the oversight of APRA's statutory reporting requirements, other financial reporting requirements, professional accounting requirements, internal and external audit and the appointment of Genworth Australia's auditor.

As required under the Committee charter, the Audit Committee comprises three non-executive Directors, a majority of whom are Independent Directors and is chaired by an Independent Director who is not the Chairman of the Board. At least one member must be a qualified accountant or other experienced financial professional.

The current members of the Audit Committee are Gayle Tollifson (Chairman), Tony Gill, Gai McGrath, David Foster and Jerome Upton.

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Risk committee

The role of the Risk Committee is to review, and recommend to the Board for adoption, policies and procedures on risk oversight and management so as to effectively identify, assess, monitor and manage risk and ensure accountability at a senior management level for risk oversight and management.

The Risk Committee also is responsible for ensuring appropriate disclosure is made to the market and APRA, as well as reviewing the effectiveness of the risk management and internal compliance and control systems that are in place.

As required under the Committee charter, the Risk Committee comprises four non-executive Directors, a majority of whom are Independent Directors and is chaired by an Independent Director who is not the Chairman of the Board. At least one member must be a qualified accountant or other experienced financial professional.

The current members of the Risk Committee are Gayle Tollifson (Chairman), Gai McGrath, David Foster and Tony Gill.

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Capital and investment committee

The role of the Capital and Investment Committee is to set and review the capital and investment strategies of Genworth Australia and to supervise the creation of the strategy.

As required under the Committee charter, the Capital and Investment Committee comprises four non-executive Directors, a majority of whom are Independent Directors and is chaired by an Independent Director who is not the Chairman of the Board. At least one member must be a qualified accountant or other experienced financial professional.

The current members of the Capital and Investment Committee are Tony Gill (Chairman), Gayle Tollifson, Gai McGrath, David Foster and Jerome Upton.

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Remuneration and nominations committee

The Remuneration and Nominations Committee is responsible for the recruitment, appointment and remuneration of the Directors, Executive KMP and other senior employees of Genworth Australia. The Remuneration and Nominations Committee also oversees Director and executive succession planning, selection and appointment practices and remuneration policies.

The responsibilities of the Remuneration and Nominations Committee include to:

  • Assess and recommend to the Board the desirable competencies of members of the Board, appropriate director tenure, Board composition and size;
  • Assess the performance and effectiveness of the Board;
  • Consider and make recommendations to the Board on director candidates;
  • Assist the Board in creating an appropriate remuneration policy, setting related goals, objectives and performance metrics, monitoring adherence to the policy and recommending remuneration reviews and awards for Executive KMP and other senior employees of Genworth Australia;
  • Oversee the development of executive and director succession plans;
  • Review and make recommendations to the Board in relation to recruitment, retention and termination policies generally and all payments on termination for directors and Executive KMP; and
  • Review compliance with Genworth Australia's diversity policy and progress in achieving diversity objectives.

In accordance with Principle 8.2 of the ASX Corporate Governance Principles and Recommendation, the Remuneration and Nominations Committee charter provides that the Chair of the Remuneration and Nominations Committee and the majority of its members will be independent Directors. The Remuneration and Nomination Committee's charter also complies with applicable regulations that specify that the Board must have a process for Board renewal and a process for Board performance assessment.

The current members of the Committee are:

  • David Foster - Chair; Independent Director
  • Gai McGrath - Member; Independent Director
  • Tony Gill - Member; Independent Director
  • Leon Roday - Member; Non-Executive Director

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H1 Financial Results 2016