Corporate Governance
Terms of Reference of Board Committees
To assist in the execution of its responsibilities, the Board has established a number of Board Committees comprising an Audit and Financial Risk Committee, Nomination and Corporate Governance Committee, and Remuneration and Succession Planning Committee.
These committees have written charters, which are regularly reviewed. Matters attended to by Board Committees are reported to the Board following each committee meeting. Board Committees are authorised to seek any information they require from any officer or employee of the Company and may take such independent professional advice, as they consider necessary. They have no executive powers regarding their findings and recommendations. The Chairman and a majority of members of each Committee are independent non-executive directors.
The Chairman of each Committee reports the findings and recommendations of the Committee to the Board after each Committee meeting. The minutes of all Committee meetings are circulated to members of the Board.
Set out below are the Board approved charters of each Board Committee.
AUDIT AND FINANCIAL RISK COMMITTEE
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Membership of the Committee
The Committee must consist of:
- only Non executive Directors;
- a minimum of 3 members of the Board;
- a majority of independent Director; and
- an independent Committee Chair, who is not Chair of the Board.
The Board may appoint additional Non executive Directors to the Committee or remove and replace members of the
Committee by resolution. Members may withdraw from membership by written notification to the Board.
Non-committee members, including members of management and the external auditor may attend all or part of a
meeting of the Committee at the invitation of the Committee Chair.
The Chief Financial Officer is to attend all meetings as an invitee unless otherwise directed by the Committee Chair.
The Managing Director is to be issued an invitation to attend as an invitee unless otherwise directed by the
Committee Chair.
It is intended that all members of the Committee should be financially literate and have familiarity with financial
management and at least one member should have relevant qualifications and experience (ie be a qualified
accountant or other finance professional with experience of financial and accounting matters).
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Role and responsibilities
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Overview
The Committee’s key Audit, Risk and Compliance responsibilities and functions are to:
- oversee the Company’s relationship with the external auditor and the external audit function generally;
- oversee the Company’s relationship with the internal auditor and the internal audit function generally;
- oversee the preparation of the financial statements and reports;
- oversee the Company’s financial controls and systems;
- manage the process of identification and management of risk; and
- oversee any special investigations as directed by the Board.
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Audit
The Committee’s primary Audit roles are:
- to assist the Board in relation to the reporting of financial information;
- the appropriate application and amendment of accounting policies;
- the appointment, independence and remuneration of the external auditor; and
- to provide a link between the external auditors, the Board and management of the Company.
The following are intended to form part of the normal procedures for the Committee’s audit responsibility:
- Engage in the pro active oversight of the Company’s financial reporting and disclosure processes and
overseeing and reviewing the outputs of that process (including review of the Company’s financial statements
for accuracy and to ensure they reflect a true and fair view, as a basis for recommendation to and adoption by
the Board).
- Assist the Board in determining the reliability and integrity of accounting policies and financial reporting and
disclosure practices.
- Review financial statements for adherence to accounting standards and policies and other requirements
relating to the preparation and presentation of financial results and oversee the financial reports and the results
of external audit of those reports (including assessing whether external reporting is consistent with the
Committee members’ information and knowledge, and is adequate for shareholder needs).
- Review the appropriateness of the accounting policies adopted by management in the composition and
presentation of financial reports (or any changes made or contemplated in relation to the Company’s
accounting policies) and assess the management processes supporting external reporting.
- Establish procedures for the receipt, retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls and auditing matters, and procedures for the confidential,
anonymous submission of concerns by employees regarding accounting and auditing matters.
- Review management processes supporting external reporting, and any complaints or concerns raised
internally regarding financial or accounting processes and practices.
- ensure that procedures are in place designed to verify the existence and effectiveness of accounting and
financial systems and other systems of internal control which relate to financial risk management.
- Approve the scope of the both internal and external audit for Board approval.
- Develop and oversee the implementation of the Company’s external audit policy, a copy of which is attached
as Attachment 1
- Review the effectiveness of the annual external audit, placing emphasis on areas where the Committee or the
external auditors believe special attention is necessary.
- Determine whether the internal audit function is to be provided by an internal or external party provider.
- Review the results and effectiveness of the internal audit programs and the performance and objectivity of the
internal audit function, including whether the internal auditors are adequately resourced and co ordinated with
the external auditor. Monitor the independence of the internal audit programs from the external auditors and
management. Review the outcomes and approve the internal audit program.
- Review and approve the appointment and dismissal of the senior internal audit executive.
- Review the performance, independence and objectivity of the external auditors.
- Review the procedures for selection and appointment of the external auditors and for the rotation of external
audit engagement partners.
- Assume responsibility for the appointment (including the termination of an engagement), compensation, the
terms of engagement and other contractual terms of the external auditors.
- Develop and oversee the implementation of the Company’s policy on the engagement of the external auditor
to supply non audit services and ensure compliance with that policy. A copy of the policy on non-audit
services provided by the independent external auditors is attached as Attachment 2.
- Provide advice to the Board as to whether the Committee is satisfied that the provision of non audit services is
compatible with the general standard of independence, and an explanation of why those non audit services do
not compromise audit independence, in order for the Board to be in a position to make the statements
required by the Corporations Act 2001 (Cth) to be included in the Company’s annual report.
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Risk and compliance
The Committee’s specific function with respect to risk and compliance management is to review and report to the Board that:
- the Company’s ongoing risk management program effectively identifies all areas of potential risk, including
specific risks relating to business continuity, disaster recovery, reputation, and currency/interest rate
exposures;
- adequate policies and procedures have been designed and implemented to manage identified risks;
- a regular program of audits is undertaken to test the adequacy of and compliance with prescribed policies;
and
- proper remedial action is undertaken to redress areas of weakness.
- The following are intended to form part of the normal procedures for the Committee’s risk and
compliance responsibilities:
- Evaluating the adequacy and effectiveness of the management reporting and control systems used to
monitor adherence to policies and guidelines and limits approved by the Board for management of
balance sheet risks.
- Evaluating the adequacy and effectiveness of the Group’s financial and operational risk management
control systems by reviewing reports from management and external auditors.
- Evaluating the structure and adequacy of the Group’s Business Continuity Plans.
- Evaluating the structure and adequacy of the Group’s own insurances on an annual basis.
- Review adequacy of professional indemnity and Directors and Officers liability insurance policy.
- Reviewing and making recommendations on the strategic direction, objectives and effectiveness of the
Group’s financial and operational risk management policies.
- Overseeing the establishment and maintenance of processes to ensure that there is:
- an adequate system of internal control, management of business risks and safeguard of assets; and
- a review of internal control systems and the operational effectiveness of the policies and procedures
related to risk and control.
- Evaluating the Group’s exposure to fraud and overseeing investigations of allegations of fraud or
malfeasance.
- Reviewing the procedures the Company has in place to ensure compliance with laws and regulations
(particularly those which have a major potential impact on the Company in areas such as trade practices,
occupational health and safety, and the environment).
- Advising the Board on the appropriateness of significant policies and procedures relating to financial
processes and disclosures and reviewing the effectiveness of the Company’s internal control framework.
- Reviewing and discussing with management and the internal and external auditors the overall adequacy
and effectiveness of the Company’s legal, regulatory and ethical compliance programs.
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Administrative matters
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Meetings
The Committee will meet as often as the Committee members deem necessary in order to fulfil their role. However, it
is intended that the Committee will normally meet as follows:
- before the issue of the half yearly profit announcement (normally February);
- at the final planning stage of the audit (normally June); and
- before the issue of the final profit announcement and approval of the annual report and accounts (normally August).
A further meeting may be held following the Annual General Meeting to allow the Committee to review controls and
access external audit compensation and performance (normally November).
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Quorum
The quorum is at least 2 members including at least one independent Director in attendance.
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Convening and notice of meeting
Any member may, and the Company Secretary must upon request from any member, the Managing Director or
external auditors, convene a meeting of the Committee. Notice will be given to every member of the Committee of
every meeting of the Committee at the member’s advised address for service of notice (or such other pre notified
interim address where relevant). However, there is no minimum notice period and acknowledgement of receipt of
notice by all members is not required before the meeting may be validly held.
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Meeting agenda
The Company Secretary, in conjunction with the Committee Chair, must prepare an agenda to be circulated to each
Committee member and relevant invitees at least two full working days prior to each meeting of the Committee.
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Chair
In the absence of the Committee chair, the Committee members must elect one of their number as Committee Chair
for that meeting. The Committee Chair does not have a casting vote.
Any matter for which there is a deadlock may be referred to the Board for its consideration by any Committee
member.
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Secretary
The Company Secretary and Group Financial Controller must attend all Committee meetings as secretary and minute
secretary, respectively.
The Company Secretary will distribute a meeting timetable for each forthcoming calendar year.
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Rights of access and authority
The Committee has rights of access to management and to auditors (external and internal) without management
present, and rights to seek explanations and additional information from both management and auditors. Whilst the
internal audit function reports to senior management, it is acknowledged that the internal auditors also report directly
to the Committee.
The Committee is to have access to adequate internal and external resources. For example, the Committee may:
- seek the advice of the Company’s auditors, solicitors or other independent advisers (including external
consultants and specialists) as to any matter pertaining to the powers or duties of the Committee or the
responsibilities of the Committee, as the Committee may require; and
- seek any information it requires from any officer or employee of the Group.
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Attendance at meetings by internal specialists and external advisers
The Committee may invite other persons, such as internal specialists or external advisers, to attend meetings if
considered appropriate by the Committee Chair.
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Minutes
Minutes of meetings of the Committee must be kept by the Company Secretary and, after approval by the
Committee Chair, be circulated to members of the Board or presented at the next Board meeting. All minutes of the
Committee must be entered into a minute book maintained for that purpose and will be open at all times for
inspection by any Director.
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Reporting
The Committee chair will report the findings and recommendations of the Committee to the Board following each
meeting of the Committee.
The Committee Chair will also, if requested, provide a brief oral report as to any material matters arising out of
Committee meetings. All Directors will be permitted, within the Board meeting, to request information of the
Committee Chair or members of the Committee.
The Committee must approve the details to be published in the Company’s Annual Report or any other statutory
report with respect to the activities and responsibilities of the Committee.
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Review
The Board will, at least once in each year, review the membership and Charter of the Committee to determine its
adequacy for current circumstances and the Committee may make recommendations to the Board in relation to the
Committee’s membership, responsibilities, functions or otherwise.
Attachment 1
Audit Independence Policy
External Audit Policy
Appointment
The Audit and Financial Risk Committee (Committee) has the responsibility and authority (subject to Corporations
Act 2001 (Cth) requirements) for the appointment, reappointment or replacement and remuneration of the external
auditor as well as evaluating its effectiveness and independence. The Committee will review the appointment of the
external auditor annually based on its assessment of the auditor’s performance.
Assessment of External Auditor
The Committee will review the performance of the external auditor on an annual basis after completion of the year
end audit. In evaluating the effectiveness of external audit, the Committee will assess the effectiveness of the external
auditor based on a number of criteria including but not restricted to:
- the overall comprehensiveness of the external audit plan;
- the timeliness and quality of communications promised under the plan and delivered during the audit;
- the competency and industry knowledge of external audit staff; and
- the adequacy of resources to achieve the scope as outlined in the plan.
The Committee will seek feedback from management during the assessment process.
Independence
The Committee will review and assess the independence of the external auditor, including but not limited to any
relationships with the Company or any other entity that may impair or appear to impair the external auditor’s
judgement or independence in respect of the Company. The review and assessment will be carried out annually at
the time the external auditor presents its annual audit plan.
Prior to this review, the Committee will request a report from the external auditor which sets out all relationships that
may affect its independence, including the provision of non audit services, financial relationships, employment and
other relationships and any other matters that may reasonably be thought to have bearing on the external auditor’s
independence. The report should outline any safeguards that the external auditor has in place to reduce any threat to
independence to an acceptable level.
Before the Directors approve the half year and full year accounts, the external auditor will be asked to provide a
declaration testifying to its independence in respect of the financial period in question. The external auditor will have a
continuing obligation to notify the Committee, via the Company Secretary, of any new information it believes may be
material to reviewing its independence.
The Committee has responsibility to develop and oversee the implementation of the Company’s policy on the
engagement of the external auditor to supply non audit services and to ensure compliance with that policy.
Rotation of External Audit Engagement Partner
The external audit engagement partner is required to rotate at least once every 5 years.
Policy on non-audit services provided by the independent external auditors
Role of the Committee
The Audit and Financial Risk Committee (the Committee) is responsible for the development and oversight of the
Company’s policy on the engagement of the external auditor to supply non audit services and ensure compliance
with the policy.
What are non audit services?
‘Non audit services’ means any services provided by the external auditor which are not included in, or are not
necessarily incidental to, the terms of the audit engagement.
These include audit related services such as:
- Financial audits
- Audits or reviews undertaken for regulatory purposes (eg Workers Compensation)
- Other audits or reviews
- Completion audits
- Tax compliance and advisory services
- Advice on accounting standards
- Purchase and vendor due diligence in M&A including advice on tax and deal structures
‘Non audit services’ do not include ‘prohibited non audit services’ that are referred to in the next paragraph of this policy.
What are prohibited non audit services?
‘Prohibited non audit services’ are services that, if provided by the external auditor to the Company, would create a
real or perceived material threat to the independence of the external auditor. These include consulting advice,
subcontracting operating activities normally undertaken by management and where the auditor may ultimately be
required to express an opinion on its own work.
Examples of prohibited non-audit services include:
- Consulting services
- Legal representation on tax and other legal issues
- Designing or implementing new IT systems or financial controls
- Book-keeping
- Valuations, which will then be the subject of the audit firm’s opinions
- Senior Executive recruitment and appointments
- Senior Management secondments
- Success fee based engagements
- Strategic business direction and planning
- Providing appraisal or valuation and fairness opinions;
- Performing internal audit services;
- Providing advice on deal structuring and related documentation;
- Providing tax planning and strategic advice;
- Providing IT systems services;
- Performing executive recruitment or extensive human resources functions;
- Acting as a broker dealer, promoter or underwriter; or
- Providing legal services.
Even if a non audit service is not listed above, it will be prohibited if it creates a real or perceived material threat to the
independence of the external auditor.
External auditor may not provide prohibited non audit services
As a general rule, without the Committee’s approval, the external auditor may not provide any prohibited non audit
services to the Company.
CFO must approve all non audit services
To ensure auditor independence is maintained, the Company requires all engagements of the external auditor to
provide non audit services to be approved in writing by the Chief Financial Officer.
CFO needs Committee approval for certain non audit services
The Chief Financial Officer must obtain the prior written approval of the Committee before the external auditor can be
engaged to perform non audit services where:
- the fee for the particular engagement exceeds $10,000; or
- the annual fees for all non audit services exceed, or are likely to exceed, 50% of the auditor’s annual audit fees.
Factors to be considered by the CFO/Committee when granting approval
In assessing a request for non audit services, the Chief Financial Officer/Committee is required to give consideration to:
- the nature of the service provided;
- the dollar value and period of engagement;
- the availability of alternate service providers and the reasoning for recommending the external auditor;
- the audit firm’s self assessment of its independence risk, including safeguards to mitigate perceived risks; and
- any other circumstances relevant to the engagement.
Monitoring and reporting
Internal Audit
Internal Audit will monitor whether this policy is being complied with and periodically report to the Committee as to
compliance. Internal Audit must promptly report any breach of this policy to the Committee Chair.
CFO
The Chief Financial Officer must report to the Committee on a periodic basis regarding:
- any non audit services provided by the auditor; and
- the amounts paid to the external auditor for those services.
Committee
The Committee must provide an annual report to the Board with respect to the non audit services provided by the
external auditor during the year. The report must include:
- the amounts paid or payable to the external auditor for non audit services provided during the year;
- a statement whether the Committee is satisfied that the provision of those services during the year is compatible
with the general standard of independence for auditors; and
- the reasons for the Committee’s opinion.
Download the Toll Group Audit Financial Risk Committee (PDF, 81KB)
NOMINATION AND CORPORATE GOVERNANCE COMMITTEE
The Committee is established under the Constitution of Toll Holdings Limited.
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Membership of the Committee
The Committee must consist of:
- a minimum of 3 members, inclusive of the Managing Director
- a majority of independent Directors; and
- an independent Director as Committee Chair.
The Board may appoint such additional Directors to the Committee or remove and replace members of the
Committee by resolution. Members may withdraw from membership by written notification to the Board.
Non committee members, including members of management may attend all or part of a meeting of the Committee
at the invitation of the Committee Chair.
The Company Secretary must attend all Committee meetings as minute secretary.
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Role and responsibilities
The responsibilities of the Committee are as follows:
- Review and recommend to the Board the size and composition of the Board, including review of Board
succession plans and the succession of the Chair and Managing Director, having regard to the objective
that the Board comprise Directors with a broad range of skills, expertise and experience from a broad
range of backgrounds, including gender.
- Review and recommend to the Board the criteria for Board membership, including:
- the necessary and desirable competencies of Board members; and
- the time expected to be devoted by Non executive Directors in relation to the Company’s affairs.
- Review and recommend to the Board membership of the Board, including:
- making recommendations for the re election of Directors, subject to the principle that a Committee
member must not be involved in making recommendations to the Board in respect of themselves;
and
- assisting the Board as required to identify individuals who are qualified to become Board members
(including in respect of executive Directors), in accordance with the policy outlined in section 3.
- Assist the Board as required in relation to the performance evaluation of the Board, its committees and
individual Directors, including an assessment of whether each Director has devoted appropriate time to
their duties, and in developing and implementing plans for identifying, assessing and enhancing director
competencies.
- Review and make recommendations in relation to any corporate governance issues as requested by the
Board from time to time.
- Review the Company’s approach to corporate governance, having regard to the ASX Corporate
Governance Council Corporate Governance Principles and Recommendations, and establishing
procedures to promote compliance, where considered necessary.
- Review the Code of Practice and Ethical Conduct Policy on a periodic basis, as well as procedures to
promote compliance.
- Review the Board Charter and Continuous Disclosure Policy on a periodic basis, and recommend any
amendments for Board consideration.
- Ensure that an effective Director induction process is in place and regularly review its effectiveness.
- Reviewing the Group’s main corporate governance practices for completeness and accuracy
- Reviewing the procedures in place to ensure compliance with insider trading laws, continuous disclosure
requirements and other best practice corporate governance processes (including requirements under the
ASX Listing Rules, Corporations Act and AASB requirements).
- Reviewing the Company’s policies and culture with respect to the establishment and observance of
appropriate ethical standards.
- Preparing and recommending for approval by the Board, and overseeing the implementation of, a Board Diversity Policy. The Diversity Policy amongst other things will provide for measurable objectives to be set by the Board with a view to increasing the representation of women at Board and senior management levels.
- On an annual basis, reviewing the relative proportion of women and men in the workforce at all levels of
the Group, and submitting a report to the Board outlining its findings.
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Policy, procedure and disclosure of the selection and appointment of new Directors
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Policy
Factors to be considered when reviewing a potential candidate for Board appointment include without limitation:
- the skills, experience, expertise and personal qualities that will best complement Board effectiveness;
- the existing composition of the Board, having regard to the objective of achieving a Board comprising
Directors from a diverse range of backgrounds;
- the capability of the candidate to devote the necessary time and commitment to the role (this involves a
consideration of matters such as other Board or executive appointments); and
- potential conflicts of interest, and
- independence.
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Procedure
- Detailed background information in relation to a potential candidate should be provided to all Directors.
- The identification of potential Director candidates may be assisted by the use of external search organisations
as appropriate.
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Disclosure
The Committee will report to the Board outlining the following details of the Board selection process with a view to
including a summary in the annual report:
- the process by which candidates are identified and selected, including whether external search organisations
are used;
- the steps taken to ensure that a diverse range of candidates are considered; and
- the factors taken into account in the selection process, including whether a board skills matrix is used to
identify any ‘gaps’ in the skills and experience of the Directors on the Board.
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Administrative matters
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Meetings
The Committee will meet as often as the Committee members deem necessary in order to fulfil their role. However, it
is intended that the Committee will normally meet a minimum of twice a year.
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Quorum
The quorum is at least 2 members, including at least an independent Director in attendance.
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Convening and notice of meeting
Any member may, and the Company Secretary must upon request from any member, convene a meeting of the
Committee. Notice will be given to every member of the Committee of every meeting of the Committee at the
member’s advised address for service of notice (or such other pre notified interim address where relevant). However,
there is no minimum notice period and acknowledgement of receipt of notice by all members is not required before
the meeting may be validly held.
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Meeting agenda
The Company Secretary, in conjunction with the Committee Chair, must prepare an agenda to be circulated to each
Committee member and relevant invitees at least two full working days prior to each meeting of the Committee.
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Chair
In the absence of the Committee Chair, the Committee members must elect one of their number as Committee Chair
for that meeting. The Committee Chair does not have a casting vote.
Any matter for which there is a deadlock may be referred to the Board for its consideration by any Committee
member.
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Secretary
The Company Secretary will act as Secretary of the Committee and will attend all Committee meetings.
The Company Secretary will distribute a meeting timetable for each forthcoming calendar year.
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Access to resources and independent advisers
The Committee is to have access to adequate internal and external resources. For example, the Committee may:
- seek the advice of the Company’s auditors, solicitors or other independent advisers (including external
consultants and specialists) as to any matter pertaining to the powers or duties of the Committee or the
responsibilities of the Committee, as the Committee may require; and
- seek any information it requires from any officer or employee of the Group.
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Attendance at meetings by internal specialists and external advisers
The Committee may invite other persons, such as internal specialists or external advisers, to attend meetings if
considered appropriate by the Committee Chair.
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Minutes
Minutes of meetings of the Committee must be kept by the Company Secretary and, after approval by the
Committee Chair, be circulated to members of the Board or presented at the next Board meeting. All minutes of the
Committee must be entered into a minute book maintained for that purpose and will be open at all times for
inspection by any Director.
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Reporting
The Committee Chair will report the findings and recommendations of the Committee to the Board following each
meeting of the Committee.
The Committee Chair will also, if requested, provide a brief oral report as to any material matters arising out of
Committee meetings. All Directors will be permitted, within the Board meeting, to request information of the
Committee Chair or members of the Committee.
The Committee must approve the details to be published in the Company’s Annual Report or any other statutory
report with respect to the activities and responsibilities of the Committee.
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Review
The Board will, at least once in each year, review the membership and Charter of the Committee to determine its
adequacy for current circumstances and the Committee may make recommendations to the Board in relation to the
Committee’s membership, responsibilities, functions or otherwise.
Download the Toll Group Nomination Committee (PDF, 62KB)
REMUNERATION AND EXECUTIVE SUCCESSION PLANNING COMMITTEE
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Membership of the Committee
The Committee must consist of:
- only Non-executive Directors;
- a minimum of 3 members;
- a majority of independent Directors; and
- an independent Director as Chair.
The Board may appoint such additional Directors to the Committee or remove and replace members of the
Committee by resolution. Members may withdraw from membership by written notification to the Board.
Non-committee members, including members of management may attend all or part of a meeting of the Committee
at the invitation of the Committee Chair.
The Company Secretary must attend all Committee meetings as minute secretary.
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Roles and responsibilities
The responsibilities of the Committee are as follows:
- Review and recommend arrangements for the executive Directors including contract terms, annual remuneration
and participation in the Company's short and long term incentive plans.
- Review and recommend arrangements for executives reporting to the Managing Director, including contract
terms, annual remuneration and participation in the Company's short and long term incentive plans.
- Where requested by the Board, review and recommend remuneration arrangements for other senior
management including contract terms annual remuneration and participation in the Company's short and long
term incentive plans.
- Review major changes and developments in the Company's remuneration, recruitment, retention and termination
policies and procedures for senior management.
- Review major changes and developments in the remuneration framework, superannuation arrangements,
personnel practices and industrial relations strategies for the Group.
- Review and monitor executive succession planning.
- Review the senior management performance assessment processes and results as they reflect the capability of
management to realise the business strategy.
- Review and approve short term incentive strategy, performance targets and bonus payment guidelines.
- Review and recommend to the Board material changes and developments to the Company's employee equity
incentive plans.
- Recommend whether offers are to be made under any or all of the Company's employee equity incentive plans
in respect of a financial year.
- In respect of the Company's employee equity incentive plans (including share, option, rights and non equity unit
plans) in place from time to time:
- review and determine the performance hurdles applicable to the executive Directors, the executives reporting
to the Managing Director and senior management;
- review and approve the proposed terms of, and authorise the making of, offers to eligible employees of the
Company/Group, including determining the eligibility criteria applying in respect of an offer, in respect of a
financial year;
- review and approve, within the parameters of the plans, amendments to the terms of existing plans;
- review and approve the terms of any trust deed applying in relation to the plans and of any amendment to
any such trust deed, including authorising the execution of any such trust deed or amending deed on behalf
of the Company/Group; and
- administer the operation of the plans, including but not limited to determining disputes and resolving
questions of fact or interpretation concerning the various plans.
- Review and recommend to the Board the remuneration arrangements for the Chair and the Non executive
Directors of the Board, including fees, travel and other benefits.
- Be satisfied that the Board and management have available to them sufficient information and external advice to
ensure informed decision making regarding remuneration.
- Review and recommend to the Board the remuneration report prepared in accordance with the Corporations Act
2001 (Cth) for inclusion in the annual directors' report.
- Review and facilitate shareholder and other stakeholder engagement in relation to the Company's remuneration
policies and practices.
- Where the Company is required to by legislation or by a regulator, review and make recommendations to the
Board on remuneration by gender and recommend strategies or changes to address any identified pay gap.
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Remuneration policy
- In discharging its responsibilities, the Committee must have regard to the following policy objectives:
- to ensure the Company's remuneration structures are equitable and aligned with the long-term interests of
the Company and its shareholders and having regard to relevant Company policies;
- to attract and retain skilled executives;
- to structure short and long term incentives that are challenging and linked to the creation of sustainable
shareholder returns; and
- to ensure any termination benefits are justified and appropriate.
- In the discharge of the Committee's responsibilities, no executive should be directly involved in determining their
own remuneration.
- The Committee must at all times have regard to, and notify the Board as appropriate of, all legal and regulatory
requirements, including any shareholder approvals which are necessary to obtain.
- The Committee Chair or if they are not available, a Committee member should attend the Annual General
Meeting and make themselves available to answer any questions from shareholders about the Committee's
activities or, if appropriate, the Company's remuneration arrangements.
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Administrative matters
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Meetings
The Committee will meet as often as the Committee members deem necessary in order to fulfil their role. However, it
is intended that the Committee will normally meet a minimum of twice a year. The Managing Director is to be given
notice of the meetings and is to attend the meetings as an invitee unless otherwise directed by the Committee Chair.
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Quorum
The quorum is at least 2 members including at least one independent Director in attendance.
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Convening and notice of meeting
Any member may, and the Company Secretary must upon request from any member, convene a meeting of the
Committee. Notice will be given to every member of the Committee of every meeting of the Committee at the
member's advised address for service of notice (or such other pre notified interim address where relevant). However,
but there is no minimum notice period and acknowledgement of receipt of notice by all members is not required
before the meeting may be validly held.
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Meeting agenda
The Company Secretary, in conjunction with the Committee Chair, must prepare an agenda to be circulated to each
Committee member and relevant invitees at least two full working days prior to each meeting of the Committee.
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Chair
In the absence of the Committee Chair, the Committee members must elect one of their number as Chair for that
meeting. The Chair does not have a casting vote.
Any matter for which there is a deadlock may be referred to the Board for its consideration by any Committee
member.
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Secretary
The Company Secretary will act as Secretary of the Committee and will attend all Committee meetings.
The Company Secretary will distribute a meeting timetable for each forthcoming calendar year.
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Access to resources and independent advisers
The Committee is to have access to adequate internal and external resources. For example, the Committee may:
- seek the advice of the Company's auditors, solicitors or other independent advisers (including external
consultants and specialists) as to any matter pertaining to the powers or duties of the Committee or the
responsibilities of the Committee, as the Committee may require; and
- seek any information it requires from any officer or employee of the Group.
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Attendance at meetings by internal specialists and external advisers
The Committee may invite other persons, such as internal specialists or external advisers, to attend meetings if
considered appropriate by the Chair of the Committee.
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Minutes
Minutes of meetings of the Committee must be kept by the Company Secretary and, after approval by the
Committee Chair, be circulated to members of the Board or presented at the next Board meeting. All minutes of the
Committee must be entered into a minute book maintained for that purpose and will be open at all times for
inspection by any Director.
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Reporting
The Committee Chair will report the findings and recommendations of the Committee to the Board following each
meeting of the Committee.
The Committee Chair will also, if requested, provide a brief oral report as to any material matters arising out of
Committee meetings. All Directors will be permitted, within the Board meeting, to request information of the
Committee Chair or members of the Committee.
The Committee must approve the details to be published in the Company's Annual Report or any other statutory
report with respect to the activities and responsibilities of the Committee.
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Review
The Board will, at least once in each year, review the membership and Charter of the Committee to determine its
adequacy for current circumstances and the Committee may make recommendations to the Board in relation to the
Committee's membership, responsibilities, functions or otherwise.
Download the Toll Group Remuneration & Executive Succession Planning Committee Charter (PDF, 68KB)
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