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THE BOARD (CONTINUED)
Board role and
responsibilities
The major powers the Board has
reserved for itself are approval of:
(a) Strategic plan for the Group;
(b) Significant business initiatives
that require notification to
Shareholder Ministers;
(c) Access agreements that do not
comply with the Board agreed pricing
and access principles and policies;
(d) Long term price paths for
train operators; and
(e) The framework for the Wholesale
Sales Agreement;
(f) The framework for the Rail
Access Agreement; and
(g) All expenditure and property
transaction contracts greater
than $5 million not subject to
a specific Board approval;
(h) Lease expenditure commitments
in excess of $5 million (net
present value) or in excess of
5 years duration.
(i) Employment contract for the
Chief Executive Officer and
the organisational structure
for direct reports;
(j) Parameters for Workplace
Enterprise Agreements;
(k) Senior Executive variable
reward scheme;
(l) Annual business plan and budget.
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 of eight Directors. The
Board currently comprises seven Non-
Executive Directors and one Executive
Director. The Directors of ARTC are
listed with a brief description of their
qualifications and experience on pages
44 to 47 of this Annual Report. Directors
are appointed by the Shareholder
Minister in accordance with the
Company’s Constitution and GBE
Guidelines.
Government policy (Section 107(c),
Cabinet Handbook 2016, 9th Edition)
requires that due regard be paid to
gender balance in appointments. The
GBE Guidelines refer to the Cabinet
Handbook as per section 2.13. As at 30
June 2017 the Board comprised four
women and four men and at the date of
signing comprises three women and four
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
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
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