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The Board comprises a non-executive Chairman, Mr D Challen, three independent directors, Mr B Walters, Mrs S Merridew and Prof. J Godfrey, and an executive director, the Chief Executive Officer Mr J Hindmarsh, each of whom is appointed by the Governor-in-Council on recommendation of the Treasurer of the State of Tasmania. The skills and experience of the directors are listed in the TASCORP Board section of the Annual Report. Should a Board vacancy arise, then the full Board will act as the nomination committee proposing candidates to the responsible government minister, the Treasurer.
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The directors individually acknowledge the need to observe the Code of Conduct issued by the Australian Institute of Company Directors and to annually review, sign and commit to the TASCORP Code of Professional Conduct. There were no departures from the Code of Conduct or the TASCORP Code of Professional Conduct during 2003 -2004.
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Each year the Board approves a rolling three year corporate plan and an annual business plan developed and reviewed in conjunction with management. The Board regularly monitors performance against these plans and the requirements of the ministerial charter and the needs of other stakeholders.
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The Board annually reviews the remuneration and performance of the CEO and senior management.
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The Audit Committee comprises all non-executive directors of TASCORP and is chaired by Mrs S. Merridew. The Board annually reviews the charter and the effectiveness of the audit committee. The Audit Committee operates in accordance with its charter. The main responsibilities are to:
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Appoint the Internal Auditors (currently Pricewaterhouse Coopers)
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Determine the scope of the internal audit function via approval of the internal audit plan, ensuring that resources are adequate, effectively used and a satisfactory level of performance is maintained.
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Review, assess and approve the annual financial report and all other financial information released by the organisation.
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Assist the Board in reviewing the adequacy of the Internal Control environment
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Report on matters relevant to the committee’s role and responsibilities
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Directors may seek independent professional advice in connection with their duties as directors of the Corporation, both individually and collectively, at TASCORP’s expense in accordance with an agreed protocol.
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Board members have reasonable access to senior managers of TASCORP.
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The directors individually and collectively assess their effectiveness in relation to the operation of TASCORP and the functioning of the Board, by means of a confidential questionnaire which is completed annually by all Board members.
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The Board annually reviews the continuing relevance of the Corporate Governance Standards established to govern its activities.
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Directors annually update the Register of Interests maintained by the Corporate Secretary. Where a director has an interest that is deemed to be relevant to Board matters, it is declared, minuted and the director takes no part in discussions on the issue.
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The Board has approved a suite of risk management policies which are monitored daily by management and compliance is reported monthly to the Board.
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