The major powers the Board has
reserved for itself are:
(a) Annual business budget and plan;
(b) Strategic plan for the Group;
(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.
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 six Non-Executive
Directors and one Executive Director.
The Directors of ARTC are listed with a
brief description of their qualifications
and experience on pages 33 to 35
of this Annual Report. Directors are
appointed by the Shareholder Ministers
in accordance with the Company’s
Constitution and 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 three 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.
Where a Director has declared material
personal interest and/or may be
presented with a potential material
conflict of interest in a matter presented
to the Board or Committee, the Director
does not receive copies of Board or
Committee reports relating to the matter
and the Director is excluded from the
Board meeting at the time the matter is
considered. Disclosures are recorded in
the minutes.
Chairman
J Caldon, an Independent Non-
Executive Director, was Chairman
of the Company between 21
January 2010 and 20 April 2015. L Di
Bartolomeo was appointed Acting
Chairman from this date until 2
August 2015 when Dr H Nugent AO
was appointed Chairman as from 3
August 2015. The Chairman 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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