5. Board committees
5.1 The Board may establish committees to have oversight and make recommendations on areas of particular concern or interest to the Board. Each committee’s role and responsibilities are agreed to by the Board from time to time.
5.2 The Board’s standing committees are:
5.2.1 Audit and Finance Committee - the terms of reference of this committee shall include ensuring the integrity of financial reporting, oversight of CAL’s auditors and the monitoring of management of CAL’s trust fund. The Audit and Finance Committee shall be chaired by a director who is not the Chair of CAL’s Board.
5.2.2 Cultural Fund Committee - the terms of reference of this committee shall include making recommendations to the Board as to the allocation of CAL’s Cultural Fund, monitoring the acquittal of these funds, and reporting to the Board on the progress of funded projects.
5.2.3 Remuneration Committee - The Board shall at least once in each year sit as CAL’s Remuneration Committee. Its terms of reference shall include consideration and review of the performance and remuneration (including bonus agreement) of the Chief Executive and of other senior managers and of directors. When undertaking this role, the Remuneration Committee shall make a formal distinction between the structure of directors’ remuneration and that for CAL’s senior managers and other staff.
5.3 Board Committee meetings are normally attended by the Chie Executive , and other senior managers of CAL who provide secretarial functions and specialist input for that committee.
5.4 CAL’s Board Committees are usually appointed as advisory committees, to make recommendations to the next meeting of the Board. The Board may, however, delegate a specific power to a Board Committee, which delegation will not prevent the Board from exercising that same power, and which delegation may be altered or revoked by the Board at any time.
5.5 Minutes of Board Committees will contain a concise and accurate review of the discussion at the meeting and the recommendations of the committee and will otherwise comply with the
Corporations Act 2001.
Updated 30 June 2011.