Role of boards and committees and Australian requirements
| Committee/board | Role/functions* | ASX Corp Gov Council (2019) | APRA Prudential Standard CPS 510 Governance (2019) | ASX Listing Rules (2025) |
|---|---|---|---|---|
| Boards | Responsible for strategic direction, performance, monitoring and compliance | 2.4 Majority of board of a listed entity should be independent directors 2.5 The chair of the board of a listed entity should be an independent director | 26 Minimum five directors 27 Majority of board members are independent 28 Chair independent | 12.5 Must have an appropriate structure |
| Audit committee | Provides oversight of financial reporting, internal controls and audit processes | 4.1 At least three members, all non-executive directors, majority independent, chair independent director and not the chair of the board | 73 Mandatory 75 At least three members, all non-executive directors, majority independent 76 Chair independent 77 Chair not board chair | 12.7 Must comply with the ASX Corporate Governance Council recommendations in relation to composition and operation |
| Remuneration committee | Oversees remuneration policies, ensures alignment with company goals and prevents conflicts of interest | 8.1 At least three members, majority independent and chair independent director | 65 Mandatory 66 At least three members, all non-executive, majority independent | 12.8 Must have a committee and members must be non-executive directors |
| Nomination committee | Identifies and recommends candidates for board and senior management positions | 2.1 At least three members, majority independent and chair independent director | ||
| Risk committee | Manages and oversees the company’s risk management framework and policies | 7.1 At least three members, majority independent and chair independent director | 101 Mandatory 103 Chair independent 105 At least three members, all non-executive and majority independent | |
| Sustainability committee | Oversees environmental and social risk disclosures and sustainability initiatives |
| Committee/board | Role/functions* | |||
|---|---|---|---|---|
| Boards | Responsible for strategic direction, performance, monitoring and compliance | 2.4 Majority of board of a listed entity should be independent directors 2.5 The chair of the board of a listed entity should be an independent director | 26 Minimum five directors 27 Majority of board members are independent 28 Chair independent | 12.5 Must have an appropriate structure |
| Audit committee | Provides oversight of financial reporting, internal controls and audit processes | 4.1 At least three members, all non-executive directors, majority independent, chair independent director and not the chair of the board | 73 Mandatory 75 At least three members, all non-executive directors, majority independent 76 Chair independent 77 Chair not board chair | 12.7 Must comply with the |
| Remuneration committee | Oversees remuneration policies, ensures alignment with company goals and prevents conflicts of interest | 8.1 At least three members, majority independent and chair independent director | 65 Mandatory 66 At least three members, all non-executive, majority independent | 12.8 Must have a committee and members must be non-executive directors |
| Nomination committee | Identifies and recommends candidates for board and senior management positions | 2.1 At least three members, majority independent and chair independent director | ||
| Risk committee | Manages and oversees the company’s risk management framework and policies | 7.1 At least three members, majority independent and chair independent director | 101 Mandatory 103 Chair independent 105 At least three members, all non-executive and majority independent | |
| Sustainability committee | Oversees environmental and social risk disclosures and sustainability initiatives |
Sharing content requires targeting cookies to be enabled. Please update your cookie preferences to use this feature.