Australian Rail Track Corporation 2012 Annual Report - page 46

The ARTC Board currently has
seven members. The Board
is chaired by an independent
non executive Director and
the roles of the Chairman and
Managing Director are separate.
The Managing Director is the
only executive Director on
the Board and all of the other
Directors are independent
non executive Directors.
In line with the newly revised
GBE requirements, ARTC has
conducted a review of the Board.
The outcomes of the evaluation
are currently being reviewed by
the Chairman and members of
the Board.
ASX Principles of Good Corporate
Governance
For maximum transparency, ARTC’s system of
corporate governance reflects the eight principles
enunciated in the ASX Corporate Governance Council
‘Principles of good corporate governance and best
practice recommendations’:
Principle 1: Lay solid foundations for management
and oversight
ARTC recognises the respective roles and
responsibilities of the Board and Management through
publication of formal delegations and a schedule of
matters reserved to the Board. This enables the Board
to provide strategic guidance for the company and
effective oversight of Management. It also clarifies the
respective roles and responsibilities of Board members
and senior executives in order to facilitate Board and
Management accountability to both the company and
its shareholders.
The major powers the Board has reserved for itself are:
A.
Annual business plan and budget.
B.
Strategic plan for the company.
C.
All expenditure and property transaction
contracts greater than $5 million not subject to a
specific Board approval.
D.
Access Agreements that do not comply with
the Board agreed pricing and access principles
and policies.
E.
Employment contracts for the Chief Executive
Officer and direct reports.
F.
Parameters for Workplace Enterprise Agreements.
G.
Senior Executive variable reward scheme.
H.
The framework for the Rail Access Agreement.
CORPORATE
GOVERNANCE
CORPORATE
RESPONSIBILITY
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