2. Board Committees

The Board may refer its functions to committees formed to provide advice on specific matters. The committees regularly report to the Board and make recommendations to it. Each committee has a charter governing its functions, composition and procedures.

The number of Board and committee meetings held and director attendance is set out in the directors’ report on page 47 of this annual report.   


2.1    Risk, Audit and Compliance Committee

The Risk, Audit and Compliance Committee (RACC) consists of four non-executive directors (three of whom are independent). It is chaired by Steven Crane – an independent director who is not the Chairman of the Board.

Responsibilities of the RACC include:

  • monitoring financial reporting and performance
  • overseeing the external and internal audit functions
  • ensuring appropriate management of business risks 
  • monitoring compliance with the law and responsible governance standards, and
  • overseeing investigations of alleged conflicts of interest, major fraud or inappropriate conduct.

The RACC met four times this year and its key activities during the year included:

  • reviewing the half-year and full-year accounts
  • reviewing and recommending to the Board the risk appetite statement and delegated authority framework
  • considering and recommending to the Board the adoption of three new policies – the Anti Bribery and Corruption Policy, the Business Partners Policy and the Political Involvement and Support Policy, and
  • monitoring the implementation of the Code of Business Conduct across the organisation.

Transfield Services’ procedures for the selection, appointment, removal and rotation of external auditors follow the relevant statutory requirements. 

The Company’s Non-Audit Services Policy directs the engagement of Transfield Services’ external auditor to supply non-audit services and to ensure that such services do not impair the objectivity and independence of the auditor’s opinion on Transfield Services. The RACC monitors compliance with this policy.

2.2    Health, Safety and Sustainability Committee

The Health, Safety and Sustainability Committee (HSSC) consists of two non-executive directors, and the MD/CEO. It is chaired by Non-Executive Director Guido Belgiorno-Nettis AM.

The HSSC oversees strategies in place to minimise risk in the areas of health, safety, sustainability and environmental performance. Recommendations and significant issues are reported to the Board.

The HSSC met four times this year and its key activities during the year included:

  • overseeing the development of the Mandatory Safety Rules and their implementation across the organisation
  • overseeing the standardisation of health, safety and environment (HSE) reporting from regional chief executives, and
  • monitoring the Company’s response to HSE incidents.

2.3    Human Resources Committee

The Human Resources (HR) Committee is composed of four non-executive directors (three of whom are independent). It is chaired by Independent Director Mel Ward AO, who is not the Chairman of the Board. The MD/CEO is an attendee by invitation and not a member of the Committee.

The MD/CEO does not participate in discussions regarding his own remuneration.

The HR Committee’s responsibilities include:

  • ensuring that human resources and remuneration policies comply with the law, reflect current governance practices and mitigate against operational, financial and reputational risk
  • developing and reviewing succession planning and talent management strategies
  • overseeing recruitment, retention and termination policies for executives, and
  • reviewing and approving the design of employee equity plans.

The HR Committee met seven times this year and its key activities during the year included:

  • monitoring the development of a medium-term incentive plan
  • overseeing succession planning initiatives
  • considering and recommending to the Board an increase in fees paid to non-executive directors in light of market information and directors’ level of commitment
  • considering the introduction of a minimum shareholding requirement policy for directors and recommending this to the Board, and
  • considering incentive schemes to ensure retention of key management.

2.4    Nomination Committee

The Nomination Committee (Committee)comprises directors who are members of the HR Committee, in addition to the Chairman of the Board who chairs the Committee.

The Committee has been established to ensure the Board is structured appropriately and to set and review selection, appointment and performance criteria of directors and senior management, and to oversee the recruitment and appointment of directors.

The Nomination Committee met two times this year to consider changes to the Board, which were implemented during the year.