I.
Lease expenditure commitments in excess of
$5 million (Net present value) or in excess of
5 years duration.
To assist in the discharge of its
responsibilities, the Board has established the
following Board Committees:
••
Audit and Compliance
••
People, Policy and Remuneration
••
Environment, Health and Safety
••
Risk
••
Whole Board for Succession Planning.
Principle 2: Structure the Board to add value
The Board’s size and composition is subject to lim-
its imposed by ARTC’s constitution, which provides
for a minimum of three Directors and a maximum
eight Directors. The Board currently comprises six
non executive Directors and one Executive Director.
The Managing Director is the Executive Director
and Chief Executive Officer of ARTC.
The Directors of ARTC are listed with a brief
description of their qualifications and experience
on pages 46 to 48 of this Annual Report.
Principle 3: Promote ethical and responsible
decision making
ARTC has a formal Code of Conduct which
states the high standards expected of the
Board, management, staff and contractors and
sets out a number of overarching principles of
ethical behaviour. These include acting honestly
and with integrity, respecting confidentiality,
managing conflicts of interest and the process for
investigating breaches of the Code.
Principle 4: Safeguard integrity in
financial reporting
The Board has established an Audit and
Compliance Committee. Its primary function is
to assist the Board in fulfilling its responsibilities
for corporate governance, probity, due diligence,
effectiveness of internal control, management of
financial risks and financial reporting.
Under its Charter, the Committee must have at
least three non executive directors appointed by
the Board, one of whom will act as Committee
Chairman and the Committee is to meet at least
six times each year and as may otherwise be
determined by the Committee Chairman.
The Chief Executive Officer, Chief Financial
Officer, selected senior management and
external and internal auditors attend Committee
meetings. The Company Secretary is the secretary
to the Committee.
Principle 5: Make timely and
balanced disclosure
ARTC is a wholly-owned Commonwealth
company and complies with the Commonwealth
Government Business Enterprise Governance and
Oversight Guidelines, including the development
of an annual Corporate Plan, the publication of an
annual Statement of Corporate Intent and regular
Shareholder liaison, including formal quarterly
Shareholder meetings. The company provides
regular updates to the external independent
credit rating agency as well as to its bankers and
bond holders.
Principle 6: Respect the rights of shareholders
ARTC recognises, upholds and facilitates
the effective exercise of the rights of the
single shareholder, the Commonwealth of
Australia. In this regard, the company is
subject to the Commonwealth Authorities
and Companies legislation in addition to the
Corporations Act.
Principle 7: Recognise and manage risk
ARTC has established a sound system of risk
management, recognising that every business
decision has an element of uncertainty and carries
a risk that can be managed through effective
oversight and internal control.
Principle 8: Remunerate fairly and responsibly
The Board, through the People, Policy and
Remuneration Committee, ensures that
the level and composition of remuneration
is sufficient and reasonable and that its
relationship to corporate and individual
performance is defined.
45
