The AWB Group has a Nomination & Remuneration Committee which advises the Board of AWB Limited on the selection and appointment of new directors.
Members of the Committee are appointed by the Board and must be non-executive directors only. The Chairman of the Board shall recommend to the Board the appointment or reappointment of each member of the Committee.
The Committee is to be composed of at least three members, at least one of whom shall be the Chairman of the Board.
The Nomination & Remuneration Committee Charter sets out the responsibility of the Committee including the following Nomination matters:
- to annually review the Board’s mix of skills and experience;
- to advise and recommend to the Board prospective candidates for position of Director;
- interview candidates for election to the Board;
- to advise the Board on a process for regularly assessing the effectiveness of the Board as a whole;
- to review Board succession plans, including identifying and recommending succession of the position of Chairman of the Board;
- to advise the Board on the appointment of potential successors to the Managing Director;
- to develop and implement a process for the orientation and education of new directors; and
- to review management’s recommendation and advise the Board on succession plans for executives reporting to the Managing Director and the Chairman.
Every 18 months to 2 years, the Board conducts a formal review of its performance in meeting shareholder and other stakeholder expectations. The review includes an evaluation of 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.
Each year, prior to the Annual General Meeting the company writes to all shareholders of AWB Limited notifying them of the skills criteria for director candidates.
Article 19 of AWB Limited’s constitution outlines the process for the election of A class directors, the appointment of B class and Additional Directors and the process for Director Nominations.
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