1.8 Board Self–Assessment and Performance
The Scentre Group Board considers ongoing self–assessment on
various aspects of the Board’s performance including skill sets as
an important tool in reviewing the performance of the Board and the
Board surveys will be conducted, at least annually, to establish the
views of all Directors on issues including Board performance and
composition. Given that Scentre Group was established on 30 June
2014, the Board considered that the first review should be in the second
half of calendar year 2015.
1.9 Process for Evaluating the Performance of Senior
Executives, including Executive Directors
Scentre Group has an established process of objective setting and
performance review of all staff, which is conducted annually. Senior
executives with a discretionary element to their total remuneration
packages have clearly defined objectives which are agreed at the
commencement of each financial year. Performance against these
objectives is assessed annually in a meeting with the manager to whom
they report, in addition to regular feedback during the performance
period. In that meeting, the potential future development of that
executive is discussed along with any training or development required
to enhance the prospects of the development objectives being achieved
and career progression within the Group.
In the case of the senior executive team (including the CEO) an
assessment of their performance is undertaken by Scentre Group’s
Human Resources Committee and the Board. Details of Scentre
Group’s remuneration policies and practices are set out in the
Remuneration Report which forms part of the Directors’ Report in the
2014 Scentre Group Annual Report.
2. Board committees
The Board delegates certain responsibilities to standing Committees
which operate in accordance with charters approved by the Board.
During the financial year, there were 3 standing Board Committees
for Scentre Group, namely the Audit and Risk Committee, the Human
Resources Committee and the Nomination Committee.
As the composition of the Board of each of Scentre Group Limited,
Scentre Management Limited, RE1 Limited and RE2 Limited are
identical each Committee also has the same membership and, for all
purposes, operates as one “Scentre Group” Committee.
Each Committee is authorised to investigate any activity or function
of the Group in accordance with its charter, which is reviewed at least
annually. The Committees are authorised to make recommendations
to the Board regarding appropriate action resulting from such
investigations. Each Board Committee has unrestricted access to
executive management, all employees and all records, tax and other
financial advisers, legal advisers, and internal and external auditors, as
Each Board Committee or any member of the Committee is authorised
(at the cost of the Group) to obtain outside legal or other independent
professional advice, and to secure the attendance of such advisers
if it was considered necessary for the proper performance of the
Committee’s functions under its charter.
The Chair of each Board Committee (or a person nominated by the
Chair of the Committee for that purpose) must report to the Board at
the Board’s next meeting on any matters relevant to the Committee’s
duties and responsibilities. As noted earlier, the Board receives copies
of the minutes of all Committee meetings.
The office of the Company Secretary provides secretariat services for
each of the Board Committees.
The Board receives copies of the minutes of all Committee meetings
and have full access to Committee papers. This provides all Directors
with oversight and the opportunity to discuss the issues being
considered by the Committees.
2.1 Audit and Risk Committee
The Charter of the Audit and Risk Committee is available in the
corporate governance section of the Trust's website.
The primary function of the Audit and Risk Committee is to oversee and
monitor the integrity of consolidated financial reports and statements
of the listed entities within the Group, and the Group’s systems of risk
management, internal controls and legal compliance. The Committee
also oversees the appointment, remuneration, qualifications,
independence and performance of the external auditor, and the integrity
of the annual audit plan and process, as a whole.
The Committee is aided in its role and responsibilities by the Executive
Committee, details of which are outlined below. The Committee is also
assisted by the independent assurance function provided by the Group’s
Business Review and Audit department (internal auditors) and the
external auditors. The internal audit function is overseen by the Audit
and Risk Committee. The head of internal audit attends all meetings of
the Audit and Risk Committee and reports on a regular basis as to the
adequacy and effectiveness of the internal audit function.
During the financial year, the Audit and Risk Committee comprised the
Position Held Status
Laurence Brindle* Member
Brian Schwartz** Member
* Mr Laurence Brindle retired from the Board of the Responsible Entity, effective
7 May 2015.
** Mr Brian Schwartz was appointed to the Committee, effective 7 May 2015.
The Audit and Risk Committee met 5 times during the financial year.
The full Committee was in attendance at all meetings.
All members of the Committee are independent non–executive
Directors, financially literate with significant relevant financial and/
or accounting experience. Members of the Committee have a sound
understanding of the Group’s business, structure, internal controls and
typical transactions which enabled them to assess the risks faced by
the Group. The biographies of the Committee members are set out in
the Directors' Report.
Corporate Governance Statement (continued)