Board and Committees

The Board is ultimately responsible for setting policy regarding the strategic direction of the business and affairs of Genworth Australia.

The Board delegates day-to-day management and administration of Genworth Australia to the Chief Executive Officer who is assisted by the senior management team.

The Board Charter sets out the main responsibilities of the Board, which include developing and/or monitoring of:

• Genworth Australia's strategy and performance
• Corporate governance and risk management frameworks
• Financial management
• Regulatory compliance, and
• Remuneration.

The Board is responsible for ensuring that it has individuals with the necessary skills, experience and independence to meet its objectives. To this end, the composition and performance of the Board is reviewed regularly. The Board is also responsible for ensuring that its Directors are fit and proper, having regard to APRA, ASIC and RBNZ requirements.

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The role of the Technology Committee will be to make recommendations to the Board on Genworth’s information technology strategy and its implementation, together with relevant policies.

The key responsibilities of the Technology Committee will include to:

• review and report to the Board on Genworth’s technology strategy with respect to a 3-5 year horizon;
• oversee sourcing strategies for the Group’s selection and evaluation of the performance of its key external technology suppliers;
• review emerging global technologies and trends and their potential for application within Genworth, including educating the Committee through meetings with experts and education visits to key technology partners and industries;
• oversee the technology governance and operating model being the operating structure, governance structure and key accountabilities for technology and the business;
• review the effectiveness of disaster recovery plans and disaster recovery testing;
• post implementation reviews of all key projects that involve technology investment; and
• review key technology risks and technology risk mitigation strategies, including the overall technology risk profile of Genworth.

The current members of the Technology Committee are David Foster (Chairman), Gai McGrath, Rajinder Singh, Duncan West and Graham Mirabito.

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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 Andrea Waters (Chairman), Gai McGrath, Rajinder Singh, Graham Mirabito and Duncan West.

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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 Gai McGrath (Chairman), Andrea Waters, Stuart Take, Rajinder Singh and Duncan West.

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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 Duncan West (Chairman), Andrea Waters, Rajinder Singh, David Foster and Graham Mirabito.

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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 Remuneration and Nominations Committee are David Foster (Chairman), Gai McGrath, Andrea Waters and Stuart Take.

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