Board committees

The Board has two standing Committees. The Audit and Risk Committee, and the Remuneration and Appointments Committee. 

Audit and Risk Committee

Members:
Graham Stuart (Chairman), Warren LeeSteve Smith, David Hancock and Michael Stiassny.

Tower has a structure to independently verify and safeguard the integrity of its financial reporting. The principal components of this are the Audit and Risk Committee, the external and internal auditors, and the certifications provided to the Board by senior management. These certifications include a representation letter from the CEO and CFO (or equivalent) provided to the Board prior to the Board’s approval of Tower’s financial statements, which states that, to the best of the CEO and CFO’s knowledge and belief, Tower’s financial records have been properly maintained, that Tower’s accounting policies and financial statements comply with the appropriate accounting standards, and that the financial statements fairly present the financial position of Tower as at the balance date. This letter is provided on the basis that Tower has maintained an internal control structure which is sufficient to produce reliable accounting records.

The Terms of Reference of the Audit and Risk Committee include the following duties and responsibilities:

  • independently and objectively review the financial information presented by management to the Board, the external auditors and the public
  • review draft half year and annual financial statements and the external auditor’s report, and make recommendations to the Board as to their adoption
  • recommend the appointment of, and oversee the performance of the external auditor and be satisfied as to its independence
  • review the effectiveness and efficiency of management processes, risk management and internal financial controls and control systems
  • monitor and review compliance with regulatory and statutory requirements and obligations
  • monitor the internal audit function and receive regular reports from the internal auditors on risks, exposures and compliance
  • maintain open and direct lines of communication with the external and internal auditors
  • make recommendations to the Board as to the appointment of the external auditors.

The Committee meets with the current internal auditors three times during the financial year and with the external auditors at least twice. The Terms of Reference require that the Committee has a minimum of three non-executive directors, the majority of whom are independent. The Board appoints the Chair of the Committee, who cannot also be Chair of the Board, and who is an independent director. Following each meeting the Chair of the Committee provides a report to the Board. The Chair is also required to provide an annual report summarising the Committee's activities, findings, recommendations and results for the past year.

Remuneration and Appointments Committee

Members:
Michael Stiassny (Chairman), Warren LeeSteve Smith and Graham Stuart.

The Remuneration and Appointments Committee advises the Board in respect of a number of matters, including:

  • the appointment and succession of Board directors, and director remuneration
  • the composition and structure of the Board
  • induction and continuing professional development programmes for directors
  • performance evaluations of the Board and individual directors
  • the Chief Executive Officer and senior executive appointments, termination, performance appraisal and remuneration.

The Terms of Reference for the Remuneration and Appointments Committee require that the Committee comprises suitably qualified non-executive directors, the majority of whom are independent.

The Board appoints the Chair of the Committee, who will be an independent, non-executive director. Following each meeting the Chair of the Committee provides a report to the Board. The Chair is also required to provide an annual report summarising Committee activities, findings, recommendations and results for the past year.

Other Committees are established from time to time to examine specific issues as required by the Board. The Committees are governed by written terms of reference, which detail their specific functions and responsibilities. The Terms of Reference for each Committee are regularly reviewed.

The Committees make recommendations to the Board. They have no decision-making ability except where expressly provided by the Board. The Board is required to annually confirm the membership and Chairmanship of each of the Committees.