Committees

1.    Remuneration Committee

The role of the Remuneration Committee is to review, and make recommendations to the Board on, remuneration packages and policies applicable to the Managing Director, senior executives and directors themselves. This role also includes responsibility for the Ridley Corporation Long Term Incentive Plan, Ridley Employee Share Scheme and incentive performance packages.

The Board retains responsibility for evaluating Board performance, reviewing Board size and composition, assessing the necessary and desirable competencies of directors, reviewing Board succession plans, senior management succession plans and candidates to fill vacancies.  The Board is responsible for reviewing the performance of the Chair.

The Remuneration Committee meets at least twice a year and as required.

All members of the Remuneration Committee must be independent non-executive directors. The Managing Director attends all meetings of the committee by invitation.

The composition of the Remuneration Committee for the 2017 year is D Lord, Independent Director – Remuneration Committee Chair, and G Weiss, Independent Director. Following the retirement of A Vizard on 31 March 2016, Mr David Lord was appointed as a member and Chair of the Remuneration Committee on 20 June 2016.

Details of the committee members’ experience and technical expertise are set out in the directors’ biographies which can be viewed on the Board of Directors page.

2.    Audit and Risk Committee

Board policy states that the Audit and Risk Committee must consist of at least three non-executive directors, the majority of which are independent as determined in accordance with the Recommendations. The role of the committee is to oversee financial reporting, internal controls, the maintenance of an effective risk management framework, including compliance, and the assurance provided by internal and external audit.

In the 2009 financial year, KPMG was appointed as the Company’s Auditor following a competitive tender process involving all four of the major Chartered Accounting firms.  The Audit and Risk Committee assesses the performance of the external auditor against its approved engagement plan on an annual basis following the conclusion of the external audit process.

Details of the amounts paid for audit and other services are set out in the “Non-audit services” section of the Directors’ Report within the latest Annual Report. The Audit and Risk Committee meets with the external auditor at least four times a year to discuss matters relevant to its terms of engagement and review any significant disagreements between management and the auditor. In addition, the committee meets with the auditor without the presence of management.

The Audit and Risk Committee reviews the level of non-audit services provided by the external auditor and ensures it does not adversely impact on the auditor’s independence. The auditor also provides the committee with written confirmation of its professional independence. The audit partner or senior representative also attends the Ridley Annual General Meeting and is available to answer any relevant shareholder questions. The Company requires that the audit partner be changed at least every five years.

The Audit and Risk Committee is responsible for the independent whistle-blower service that is available to all Australian employees of the Company and any person dealing with the Company.

The Audit and Risk Committee is responsible for oversight of the internal audit program of the Company, which is totally independent of the external audit function but designed to be complementary to it. The committee sets and agrees the internal audit program, receives and reviews all internal audit reports, and meets with the internal auditor at least four times a year.  In addition, the committee meets with the internal auditor without the presence of management.  The Audit and Risk Committee assesses the performance of the internal auditor against its approved engagement plan on an annual basis, and in the 2017 financial year, a third party performance assessment was also conducted by an independent internal audit firm. The role of internal audit has been conducted in-house since 2013.

The Audit and Risk Committee gives the Board assurance regarding the accounting policies adopted, any changes in accounting policies or practices, and the corresponding financial and disclosure impacts, and is responsible for the oversight of the risk management program as outlined below. The members of the Audit and Risk Committee are:

P Mann, Independent Director- Audit and Risk Committee Chair

G Weiss, Independent Director

R van Barneveld, Independent Director

Details of the committee members’ experience and technical expertise are set out in the directors’ biographies which can be viewed on the Board of Directors page.

3.    Ridley Innovation and Operational Committee

The role of the Ridley Innovation and Operational Committee (RIOC) is to oversee the Company’s processes and procedures for new product development, innovation and technological and scientific advancement, aspects of general operational performance, and quality assurance. This committee must comprise at least three members, being the Company’s Managing Director plus two non-executive directors.

The RIOC meets quarterly or as required. The members of the RIOC are:

R van Barneveld, Independent Director – RIOC Chair

E Knudsen, Director

T Hart, Managing Director

Details of the committee members’ experience and technical expertise are set out in the directors’ biographies which can be viewed on the Board of Directors page.