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(a) Annual business budget and plan;
(b) Strategic plan for the Group;
(c) Significant business initiatives that
require notification to Shareholder
Ministers;
(d) All expenditure and property
transaction contracts greater than
$5 million not subject to a specific
Board approval;
(e) Access agreements that do not
comply with the Board agreed pricing
and access principles and policies;
(f) Employment contract for the
Chief Executive Officer and the
organisational structure for direct
reports;
(g) Parameters for Workplace Enterprise
Agreements;
(h) Senior Executive variable reward
scheme;
(i) Long term price paths for train
operators; and
(j) The framework for the Rail Access
Agreement.
Board composition
and membership
The Board’s size and composition is
subject to limits imposed by ARTC’s
Constitution, which provides for a
minimum of three Directors and a
maximum eight Directors. The Board
currently comprises five Non-Executive
Directors and one Executive Director.
The Directors of ARTC are listed with
a brief description of their qualifications
and experience on pages 36 to 39
of this Annual Report. Directors are
appointed by the Shareholder Minister
in accordance with the Company’s
Constitution and GBE Guidelines.
The GBE Guidelines require that the
Group’s Board consist of 40 percent
women, 40 percent men and the
remaining 20 percent of the Board
positions are held by either women
or men. Currently, the Board comprises
three women and three men.
Conflicts of interest
The Directors of ARTC are requested
to disclose to the Company any interests
or directorships which they hold with
other organisations and to update this
information if it changes during the
course of the directorship. Directors
and senior management are also required
to identify any conflicts of interest
they may have in dealing with ARTC’s
affairs and refrain, where required, from
participating in any discussion or voting
on these matters.
Where a Director has declared
material personal interest and/or may
be presented with a potential material
conflict of interest in a matter presented
to the Board or Committee, the Director
does not receive copies of Board or
Committee reports relating to the
matter and excuse themselves from
the Board meeting at the time the
matter is considered. Disclosures
are recorded in the minutes.
Chairman
Helen Nugent, an Independent Non-
Executive Director, has been Chairman
of the Company since 3 August 2015.
Lucio Di Bartolomeo was appointed
Acting Chair from 20 April 2015 (when
John Caldon’s term expired) until 2
August 2015. The Chairman of the
Board is responsible for the leadership
of the Board and for the efficient and
proper functioning of the Board, including
maintaining relationships
with the Shareholder.
Board evaluation
In line with the GBE Guideline
requirements, ARTC conducts an annual
review of the Board’s performance.
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
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