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

The Board delegates day-to-day management and administration of Helia Australia 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	Remuneration and Nominations Committee
Ian MacDonald	C
Pauline Blight-Johnston
Gai McGrath			C
Alistair Muir
Leona Murphy				C
Gerd Schenkel
Andrea Waters		C
Duncan West

‘C’ indicates the Director is the Chairman 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 Australia'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 Australia'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 Australia's auditor.

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

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The Remuneration and Nominations Committee is responsible for the recruitment, appointment and remuneration of the Directors, Executive KMP and other senior employees of Helia Australia. The Remuneration and Nominations Committee also oversees Director and executive succession planning, selection and appointment practices and remuneration policies.

The responsibilities of the Remuneration and Nominations Committee include to:

Assess and recommend to the Board the desirable competencies of members of the Board, appropriate director tenure, Board composition and size;

• Assess and recommend to the Board the desirable competencies of members of the Board, appropriate director tenure, Board composition and size;
• Assess the performance and effectiveness of the Board;
• Consider and make recommendations to the Board on director candidates;
• 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 of Helia Australia;
• Oversee the development of executive and director 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; and
• Review compliance with Helia Australia's diversity policy and progress in achieving diversity objectives.

In accordance with Principle 8.2 of the ASX Corporate Governance Principles and Recommendation, the Remuneration and Nominations Committee charter provides that the Chair of the Remuneration and Nominations Committee and the majority of its members will be independent Directors. The Remuneration and Nomination Committee's charter also complies with applicable regulations that specify that the Board must have a process for Board renewal and a process for Board performance assessment.

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