The Board, its Committees and individual directors
Every 18 months to 2 years, the AWB Limited Board conducts a formal review of its performance in meeting shareholder and other stakeholder expectations.
While many Board performance and related issues are also reviewed on a more regular or an “as needs” basis, the formal review includes:
- the Board’s handling of strategy, policy development, performance monitoring, and oversight of risk;
- comparing financial and non-financial results against budgets and corporate benchmarks;
- the effectiveness and composition of the Board, including required mix of skills, experience and other qualities which the non-executive directors should bring to the Board for it to function competently and efficiently;
- the effectiveness of meetings of the Board and its Committees;
- director relationships and personal behaviours inside the Boardroom;
- AWB Limited’s strategic direction and objectives;
- an annual assessment of the Managing Director’s performance by the non-executive directors;
- compliance with AWB Limited’s constitution and potential constitutional changes;
- assessing whether corporate governance practices are appropriate and reflect good practice; and
- assessing whether the expectations of differing shareholder groups have been met (by considering an independent survey of growers and institutional investors).
The Board engages the services of an external consultant to assist it with the conduct of the Board performance review.
The review process commences with individual interviews with each director and also with key executives. As a result of the interviews, a questionnaire is prepared which directors and key executives are invited to complete.
A summary of the analysis resulting from the interviews and questionnaire responses is then prepared and considered and discussed by each Board. The Chairman also discusses face-to-face with each individual director his or her contribution to the Board as appropriate.
Each time a director stands for re-appointment, there will be a formal performance review.
Description of performance evaluation process of key executives
It is principally the responsibility of the Chairman and the Remuneration Committee to formally review, at least on an annual basis, the performance of the Managing Director. Key Results Areas (KRAs) are set for the Managing Director each year and these are approved by the Remuneration Committee and reported to and discussed by the Board.
The Remuneration Committee also reviews AWB Limited’s remuneration policies (including performance appraisal policies). The Managing Director assesses the performance of the senior executives in accordance with these policies.
Top of Page