The board of Australia Post comprises up to nine directors. With the exception of the managing director, all serve in a non-executive capacity.

Non-executive directors are appointed by the Governor-General on the nomination of the portfolio minister. Appointments can be for up to five years and reappointment is permissible. Current practice is for terms of appointment to be generally of three years’ duration.

Before nominating a person for appointment, the minister is required to consider the balance of expertise on the board and also to consult with the chairman.

The managing director is appointed by the board.

Board membership during 2005/06 was:

Click here for profiles of each director and details of their skills, experience and expertise. The chairman (Linda Nicholls) retired from the board on 11 September 2006.

The board is accountable for Australia Post’s overall performance and for ensuring that the corporation performs its functions in a manner consistent with sound commercial practice.

Directors set the corporation’s key objectives and strategies through a rolling three-year corporate plan, which is submitted annually to shareholder ministers. Progress against the plan is reported quarterly. Ministers and their departments are also kept informed about developments of significance on an ongoing basis.

Separate Audit & Risk and Human Resources committees assist the board in the discharge of its responsibilities.

Audit & Risk Committee

The Audit & Risk Committee provides a forum for regular communication between the board and the corporation’s auditors, both external and internal. Made up entirely of non-executive directors, its membership during 2005/06 was: The committee charter is reviewed annually by the board.

The committee meets five times a year, focussing in particular on the areas of financial reporting, risk management and internal controls. Among other things it is responsible for reviewing:

• annual financial statements before consideration and adoption by the board
• clarity and quality of the corporation’s financial policies, practices and disclosures
• internal and external auditor plans, reports and performance
• significant existing and emerging risks and mitigation activities
• the adequacy and effectiveness of internal controls
• compliance with laws and regulations
• related party transactions.

The external and internal auditors attend all Audit & Risk Committee meetings, as do the managing director, chief finance officer and group financial controller.

Before each meeting the committee holds separate private-session discussions with the external auditors, the internal auditor and the chief finance officer.

The committee also reviews annually how it has met its various charter responsibilities over the year. This is followed by a formal report to the board by the committee chairman.

All directors receive copies of committee meeting papers and minutes, and each director has the right to attend meetings, whether or not a member of the committee.

See the table below for meeting attendance details for 2005/06.

Human Resources Committee

Incorporating the functions of both a nomination and remuneration committee, the Human Resources Committee addresses major policy, structural and remuneration issues including:

• recruitment, selection and succession planning
• executive remuneration
• culture and ethics
• learning and development
• terms and conditions of employment
• organisational structure.

Membership of the committee during 2005/06 was:

The committee charter is included in the corporate governance section of the Australia Post website (auspost.com).

See the table below for meeting attendance details for 2005/06.

An externally facilitated board performance appraisal was undertaken during the year, focussing on both board and board committee effectiveness.

A comprehensive induction program is in place to provide newly appointed directors with an understanding of their role and responsibilities, and to expose them to key features of the business, including its operations, policies and strategies. Additional supplements are tailored to meet an individual director’s particular needs or interests. Ongoing director education is provided by way of periodic presentations on matters of current interest.

Directors have the right, with the agreement of the chairman, to obtain at the corporation’s expense relevant independent professional advice in connection with the discharge of their responsibilities.

Directors who may have a material personal interest in a matter to be considered by the board or a board committee are required to make the nature of that interest known and must not be present while the matter is being considered. Details of such disclosures are recorded in the minutes of the meeting.

If an issue to be considered by the board or a board committee is thought to present a director with a potential conflict of interest, that director will not initially be provided with the related material.

Click here to view a larger version of this table.