CORPORATE GOVERNANCE FOUNDATIONS FOR GOVERNANCE BOARD SELECTION AHA’s constitution prescribes the selection criteria for directors appointments and an independent selection committee comprised of representatives from the Commonwealth, State/Territory and Industry Member groups, as well as a representative of the National Farmers Federation, which recommend appointments for Members’ approval in the general meeting. BOARD CHARTER All responsibilities and activities of the Board are covered in detail in the Board charter. The charter delineates the responsibilities and role of the Board, the Chairperson, the CEO and the Company Secretary and addresses all aspects of Board appointments, activity and performance. Directors have the right of access to all company information and to the company’s Executive and, subject to prior consultation with the Chairperson, may seek independent professional advice at the company’s expense. The Board meets in person at least five times during the year, and additionally via teleconference or through consideration of out-ofsession papers as required. CONFLICTS OF INTEREST Directors declare at each Board meeting any changes to their statement of interests, which are prepared annually affirming that they have no specific interests that will impact on their ability as a Director and that any potential or perceived conflicts of interest will be declared to the Board. LEGAL COMPLIANCE Both the Corporate Governance Committee and the Audit and Risk Management Committee are charged with different aspects of monitoring assurance systems. The Company Secretary manages compliance, reporting to both committees, which 78 in turn provide advice and recommendations to the Board. The responsibilities of the committees are included in the Board charter. Membership comprises at least three directors. The committees meet at least twice each year. Auditors are provided notice of general meetings of Members and are invited to present to the Audit and Risk Management Committee when annual financial statements are considered. AUDIT AND RISK MANAGEMENT COMMITTEE FINANCIAL POLICIES AND PROCEDURES Comprehensive practices are established and included in the company’s policy and procedure manuals such that all unbudgeted expenditure and commitments require prior Board approval; financial exposures are controlled; investment of funds is governed by a specific investment policy; work health and safety standards and management systems are monitored and reviewed; and business transactions are properly authorised and executed. CONTRACTING AND TENDERING The company has adopted comprehensive policies and procedures in respect of purchasing, contracting and tendering. All contracts exceeding $40,000 in value are subject to competitive quotation. Where proposed expenditure exceeds $100,000 a formal open contracting process is used to seek competitive quotations. RESPECTING THE RIGHTS AND INTERESTS OF MEMBERS AND STAKEHOLDERS MEMBER CONSULTATION AND COMMUNICATIONS The Board aims to ensure that all Members are informed of all major developments affecting the company. ANNUAL REPORT 2016-17
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