Australian Rail Track Corporation 2013 Annual Report - page 46

The ARTC Board currently comprises seven
members. The Board is chaired by an
independent non executive Director and the
roles of the Chairman and Managing Director
are separate. The Managing Director is the only
executive Director on the Board and is also the
Chief Executive Officer. All of the other Directors
are independent non executive Directors.
In line with the Government Business Enterprise
(GBE) requirements, ARTC conducts an annual
review of the Board’s performance.
ASX PRINCIPLES OF GOOD
CORPORATE GOVERNANCE
ARTC’s system of corporate governance
reflects the eight principles enunciated in
the ASX “Corporate Governance Principles
and Recommendations”:
Principle 1: Lay solid foundations for
management and oversight
ARTC recognises the respective roles and
responsibilities of the Board and Management
through publication of formal delegations and a
schedule of matters reserved to the Board. This
enables the Board to provide strategic guidance
to the Company and effective oversight of
Management. It also clarifies the respective
roles and responsibilities of Board members and
senior executives in order to facilitate Board
and Management accountability to both the
Company and its Shareholders.
The major powers the Board has reserved for
itself are:
(a)
Annual Business Plan and Budget;
(b)
Strategic Plan for the Company;
(c)
Significant business initiatives that require
notification to Shareholder Ministers;
(d)
All expenditure and property transaction
contracts greater than $5 million not
subject to a specific Board approval;
(e)
Access agreements that do not comply
with the Board agreed pricing and access
principles and policies;
(f)
Employment contract for the Chief
Executive Officer and the organisational
structure for direct reports;
(g)
Parameters for Workplace Enterprise
Agreements;
(h) Senior Executive variable reward scheme;
(i)
Long term price paths for train
operators; and
(j)
The framework for the Rail
Access Agreement.
To assist in the discharge of its
responsibilities, the Board has established the
following Board Committees:
Audit and Compliance
People, Policy and Remuneration
CORPORATE
GOVERNANCE
STATEMENT
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