Board and

Committees.

Board and

Committees.

Responsibilities and charter.

Helia Diagram

The Board discharges its duties in relation to certain specific functions through the following main committees of the Board:

  • Audit Committee
  • Risk Committee
  • Nominations Committee
  • People and Remuneration Committee.

The Board undertakes to ensure that these committees receive sufficient support to enable them to fulfil their roles and discharge their responsibilities.

The Board is ultimately responsible for setting policy regarding the strategic direction of the business and affairs of Helia.

The Board delegates day-to-day management and administration of Helia to the Chief Executive Officer and Managing Director who is assisted by the senior leadership team.

The current composition of the Board and Board Committees is set out in the table below:

Director Board Audit Committee Risk Committee Nominations Committee People and Remuneration Committee 
Leona Murphy C     C  
Pauline Blight-Johnston        
Andrew Moore
Alistair Muir
JoAnne Stephenson C
Andrea Waters C
Duncan West C

C’ indicates the Director is the Chair of the Board or Chair of the relevant Board Committee.

The Board Charter sets out the main responsibilities of the Board, which include developing and/or monitoring of:

  • Helia's strategy and performance
  • Corporate governance and risk management frameworks
  • Financial management
  • Regulatory compliance, and
  • Remuneration.

The Board is responsible for ensuring that it has individuals with the necessary skills, experience and independence to meet its objectives. To this end, the composition and performance of the Board is reviewed regularly. The Board is also responsible for ensuring that its Directors are fit and proper, having regard to APRA, ASIC and RBNZ requirements.

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The role of the Audit Committee is to assist the Board in providing objective non-executive review of the effectiveness of Helia's financial management and reporting, audit and compliance framework. The Audit Committee is responsible for the oversight of APRA's statutory reporting requirements, other financial reporting requirements, professional accounting requirements, internal and external audit and the appointment of Helia's auditor.

As required under the Committee charter, the Audit Committee comprises at least three non-executive Directors, a majority of whom are Independent Directors and is chaired by an Independent Director who is not the Chair of the Board. At least one member must be a qualified accountant or other experienced financial professional.

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The role of the Risk Committee is to review, and recommend to the Board for adoption, policies and procedures on risk oversight and management so as to effectively identify, assess, monitor and manage risk and ensure accountability at a senior management level for risk oversight and management.

The Risk Committee also is responsible for reviewing the effectiveness of the risk management and internal compliance and control systems that are in place which includes the controls in place to ensure appropriate disclosure is made to the market and APRA.

As required under the Committee charter, the Risk Committee comprises at least three non-executive Directors, a majority of whom are Independent Directors and is chaired by an Independent Director who is not the Chair of the Board. At least one member must be a qualified accountant or other experienced financial professional.

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The Nominations Committee is responsible for making recommendations for the selection, appointment and re-election of directors and regularly assessing the independence of directors. 

The Nominations Committee is also responsible for succession planning of directors and reviewing the specific qualities or skills and appropriate mix required to discharge the Board’s duties.

As required under the Committee charter, the Nominations Committee comprises at least three non-executive Directors, a majority of whom are Independent Directors and is chaired by an Independent Director.

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The responsibilities of the People and Remuneration Committee include to:

  • assist the Board in creating an appropriate remuneration policy, setting related goals, objectives and performance metrics, monitoring adherence to the policy and recommending remuneration reviews and awards for Executive KMP and other senior employees
  • oversee the development of executive succession plans
  • review and make recommendations to the Board in relation to recruitment, retention and termination policies generally and all payments on termination for directors and Executive KMP
  • review compliance with Helia's diversity, equity and inclusion policy and progress in achieving diversity objectives.

The People and Remuneration Committee charter provides that the Chair and the majority of the members of the People and Remuneration Committee will be independent Directors.

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Related documents and information

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Annual Report

View our 2022 Annual Report here

Learn more

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Annual Report

View our 2022 Annual Report here

Learn more

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Reports and presentations

Easily find all of Helia’s reports and presentations in one spot

Learn more

rpimage

Reports and presentations

Easily find all of Helia’s reports and presentations in one spot

Learn more

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Helia Group Limited acknowledges the Traditional Custodians of the lands on which we operate and pay our respects to Elders past and present. We also acknowledge the important role Aboriginal and Torres Strait Islander peoples continue to play within the communities in which we operate and where our team members reside.