Board Committees

Board Committees

Steamships currently has as part of the decision making process, the following board committees:

Audit Committee

While the Board maintains overall responsibility for the systems of internal control and monitors their effectiveness, it is assisted in discharging its responsibilities by the Audit Committee, which is composed of an independent non-executive chairman and three non-executive directors.

Revised formal terms of reference for the Audit Committee were updated in November 2017. The Audit Committee recommends the appointment and remuneration of the external auditors, reviews the Group's financial statements and the adequacy and effectiveness of existing internal and external audit arrangements. It also considers management of the Group's risk (including safety and operational risks). The findings and recommendations of the Committee are reported to the board. The Committee meets three times a year, at which time it receives and discusses reports from senior management and from external auditors. The members of the Audit Committee, their qualifications and their attendance at meetings of the Committee held are shown in the Annual Report.

Remuneration and Nominations Committee

Steamships’ board has established a Remuneration and Nominations Committee comprising the Steamships Chairman, Managing Director and a Non-Executive Director. Steamships acknowledges the ASX recommendations that suggest this committee be chaired by an independent director, however the board considers this committee structure appropriate given Steamships’ shareholder structure.

The Remuneration and Nominations Committee meets bi-annually or, as a minimum, annually, to determine the compensation of the senior executive staff. Attendance at committee meetings is noted in the Annual Report. The Committee also reviews the Group’s staff learning and development plans and is responsible for the succession planning of all senior manager positions. The recommendations of this Committee are minuted.

Strategic Planning Committee

The Board has formed a Strategic Planning Committee that meets annually and provides a detailed review of the annual budget and the three-year planning process in discussion with the executive directors and divisional general managers. This review in no way diminishes the responsibility of the full Board to review and approve the Group’s strategy at a macro level.

The selected strategy is implemented by means of programmes, budgets and procedures. Implementation involves the organisation of the Group’s resources and motivation of the staff to achieve objectives.