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Directors’ meetings

The number of Directors’ meetings (including meetings of Committees of Directors) and the number of meetings attended by each of the Directors of the
Company during the financial year are detailed below –

Compliance

& Social
Board of Audit & Risk Responsibility Compensation Related Party Nominations Other
Directors Committee2 Committee3 Committee4 Committee5 Committee6 Committees7

Meetings No. of Meetings No. of Meetings No. of Meeting No. of Meetings No. of Meetings No. of No. of
held while meetings held while meetings held while meetings held while meetings held while meetings held while meetings meetings
a Director attended a member attended a member attended a member attended a member attended a member attended attended
Directors in office at the end of
the financial year
D.M. Gonski, AC 6 6 1 1 4 4 5 5 8 8 1 1 2
J.R. Broadbent, AO 6 6 – – 4 4 5 5 8 8 1 1 –
T.J. Davis 6 6 – – – – – – – – – – 12
I. Finan1 6 4 4 1 4 2 – – – – – – –
G.J. Kelly1 6 5 – – – – 5 3 – – – – –
W.M. King, AO 6 5 – – 4 3 – – 8 6 1 1 –
D.E. Meiklejohn 6 5 4 4 4 3 – – 8 7 1 1 –
M.K. Ward, AO 6 4 4 4 – – 5 5 8 7 1 1 –

1
Non-residents of Australia.

2
The Audit & Risk Committee reviews matters relevant to control systems so as to effectively safeguard the Company’s assets, accounting records held to comply with statutory requirements and
other financial information. It consists of four Non-Executive Directors. Refer to the Corporate Governance section on page 9 of the Annual Report for further details on this and other Committees.

3
This Committee reviews systems of control so as to effectively safeguard against contraventions of the Company’s statutory responsibilities and to ensure there are policies and procedures in

place to protect the Company’s reputation as a responsible corporate citizen. It consists of five Non-Executive Directors.

4
This Committee reviews matters relevant to the remuneration of executive Directors and senior Company executives. It consists of four Non-Executive Directors.

5
This Committee reviews agreements and business transactions with related parties. It consists of five Non-Executive Directors who are not associated with a related party.

6
This Committee reviews the composition of the Board, including identifying suitable candidates for appointment to the Board and reviews general matters of corporate governance. It consists of

five independent Non-Executive Directors.

7
Committees were created to attend to allotments of securities and administrative matters on behalf of the Board. A quorum for these Committees is any two Directors, or any one Director and the
Chief Financial Officer.

Committee membership

As at the date of this Report, the Company had an Audit & Risk Committee, a Compliance & Social Responsibility Committee, a Compensation Committee,
a Related Party Committee and a Nominations Committee of the Board of Directors.

Members acting on the Committees of the Board during the year were –

Compliance & Social
Audit & Risk Responsibility Compensation Related Party Nominations
D.E. Meiklejohn1 J.R. Broadbent, AO1 M.K. Ward, AO1 D.M. Gonski, AC1 D.M. Gonski, AC1
D.M. Gonski, AC2 D.M. Gonski, AC D.M. Gonski, AC J.R. Broadbent, AO J.R. Broadbent, AO
I. Finan I. Finan J.R. Broadbent, AO W.M. King, AO W.M. King, AO
M.K. Ward, AO W.M. King, AO G.J. Kelly D.E. Meiklejohn D.E. Meiklejohn
D.E. Meiklejohn M.K. Ward, AO M.K. Ward, AO

1 Chairman of the relevant Committee.
2 Appointed to the Committee on 8 August 2007.

Directors’ and officers’ liability insurance

The Company has paid the premium for directors’ and officers’ liability insurance in respect of Directors and executive officers of the Company and its
subsidiaries as permitted by the Corporations Act 2001. The terms of the policy prohibit disclosure of details of the insurance cover and premium.

 

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Directors' Report  |  Financial Report
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