About us

The Trust Company

Corporate Governance

Principle 1, Principle 2, Principle 3, Principle 4, Principle 5, Principle 6, Principle 7, Principle 8

Principle 2

Structure the board to add value

Independent Directors
At present the Trust Board consists of six independent non-executive Directors and one executive Director.  The names and details of the current Directors of Trust, including attendance at Board and Committee meetings, are included in the Directors’ Report in the 2010 Annual Report. 

It is the Board’s view that each of the six non-executive Directors is independent. The Board assesses director independence pursuant to the relationships that affect independent status as set out in the Recommendations, along with other matters the Board considers relevant.  In making the assessment of directors’ independence, materiality is assessed on a case by case basis having regard to the individual circumstances of each director.  The criteria for assessing independence are provided to directors at each Board meeting for confirmation. 

The Board meets regularly and considers the composition and mix of skills of directors is appropriate for the Directors to understand Trust’s business and to discharge their duties.  The Board also meets without management to ensure that it maintains independent judgement in board decisions.

Chairman
The Chairman is selected by the Board and is an independent non-executive director. 

The current Chairman of Trust is Bruce Corlett. 

Selection and assessment of directors
The Nomination Committee functions are now carried out by the full Board of Trust given the small size of Trust and the Board itself.  This was previously carried out by the Remuneration & Nominations Committee which only comprised two members which the Board considered was appropriate at the time. The Board makes an assessment in relation to the appointment of new directors and annually in relation to itself. 

In accordance with Trust’s constitution and the ASX Listing Rules a third of the non-executive directors of Trust stand for re-election at each annual general meeting.

New directors are fully briefed on the terms and conditions of their appointment by the Chairman of Trust, which is formalised in a letter of offer, and undertake an induction program to familiarise themselves with Trust and its business operations. 

Evaluating the performance of the Board
Given the size of the Board, the Chairman of the Trust Board is responsible for monitoring and providing feedback to individual directors.  A confidential self assessment survey regarding the performance of the directors is undertaken annually and the Chairman discusses the results directly with each director. 

Each director’s performance was reviewed during the year in accordance with the process summarised above.

Director access to information and advice
The Board is provided with regular detailed reports on Trust’s financial position, financial performance and business to allow the Board to effectively fulfil its responsibilities. The directors have access to the Executive Team, employees and Trust’s advisers as necessary if they require additional information. 

Further, Trust has entered into a Deed of Access, Indemnity and Insurance with each Director entitling them to seek independent professional advice at Trust’s expense with the prior approval of the Chairman. This advice is to be made available to all Directors.