Principle 5:
Make timely and balanced disclosure
—— Our Shareholder
Principle 6:
Respect the rights of security holders
—— Our Shareholder
Principle 7:
Recognise and manage risk
—— Accountability and Audit
Principle 8:
Remunerate fairly and responsibly
—— Board Committees
THE BOARD
Board Role and Responsibilities
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 for 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 budget and plan
(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 termprice paths for train operators
(j) The framework for the Rail
Access Agreement.
Board Composition and Membership
The Board’s size and composition is
subject to limits imposed by ARTC’s
constitution, which provides for a
minimum of three Directors and a
maximum eight Directors. The Board
currently comprises seven Non-Executive
Directors and one Executive Director.
The Directors of ARTC are listed with a
brief description of their qualifications
and experience on pages 26 and 27
of this Annual Report. Directors are
appointed by the Shareholder Minister
in accordance with the Company’s
Constitution and Government Business
Enterprise (GBE) guidelines. The GBE
guidelines require that the Group’s Board
consist of 40 percent women, 40 percent
men and the remaining 20 percent of the
Board positions are held by either women
or men. Currently, the Board comprises
four women and four men.
Conflicts of Interest
The Directors of ARTC are requested to
disclose to the Company any interests
or directorships which they hold with
other organisations and to update this
information if it changes during the
course of the directorship. Directors and
Senior Management are also required
to identify any conflicts of interest
they may have in dealing with ARTC’s
affairs and refrain, where required, from
participating in any discussion or voting
on these matters.
Chairman
John Caldon, an Independent Non-
Executive Director, has been Chairman of
the Company since 21 January 2010. The
Chair of the Board is responsible for the
leadership of the Board and for the efficient
and proper functioning of the Board,
including maintaining relationships with
the Shareholder.
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