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Concise Annual Report : Concise Annual Report 2012
20 TABCORP HOLDINGS LIMITED Corporate governance (continued) Composition of the Audit, Risk and Compliance Committee Chairman: Jane Hemstritch Other Members: Paula Dwyer Elmer Funke Kupper (from 25 June 2012) Steven Gregg (from 18 July 2012) Justin Milne (from 1 August 2011) Zygmunt Switkowski The terms of reference for the Audit, Risk and Compliance Committee are available from the Corporate Governance section of Tabcorp's website at www.tabcorp.com. au/about_governance.aspx. ; ASX CGC's Recommendations 1.1, 2.5, 4.1, 4.2, 4.3, 4.4, 6.2, 7.1, 7.3 10. Remuneration Committee The Remuneration Committee has responsibility for, among other things: ■ Reviewing and making recommendations to the Board on remuneration packages and policies applicable to the Chairman, Directors, the Managing Director and Chief Executive Officer, and senior executives reporting to the Managing Director and Chief Executive Officer; ■ Reviewing and making recommendations to the Board on the Tabcorp Group's general remuneration practices and policies, including terms and conditions of any employee share ownership and option schemes, incentive performance packages, superannuation entitlements, retirement and termination entitlements; ■ Reviewing and approving participation of executives in incentive plans, including option and share plans; ■ Reviewing and making recommendations to the Board regarding the Group's remuneration arrangements with respect to gender; ■ Reviewing with reference to market benchmarks, the remuneration arrangements for the Managing Director and Chief Executive Officer and making recommendations to the Board; and ■ Overseeing the preparation of the annual Remuneration Report. Details relating to the remuneration of the Chairman, Directors, the Managing Director and Chief Executive Officer, the Company Secretary and other senior executives of the Tabcorp Group are set out in the Remuneration Report on pages 35 to 48. Composition of the Remuneration Committee Chairman: Zygmunt Switkowski Other Members: Paula Dwyer Steven Gregg (from 18 July 2012) The terms of reference for the Remuneration Committee are available from the Corporate Governance section of Tabcorp's website at www.tabcorp.com.au/about_ governance.aspx. ; ASX CGC's Recommendations 1.1, 2.5, 8.1, 8.2, 8.3 11. Nomination Committee The main responsibilities of the Nomination Committee are to: ■ Manage a process to identify suitable candidates for appointment to the Board and Board Committees; ■ Make recommendations to the Board regarding succession planning for the Board (refer to section 23 for further information); ■ Make recommendations to the Board on candidates it considers appropriate for appointment to the Board and Board Committees, including whether the Board should support the election or re-election of any Director required to retire at a general meeting; ■ Annually review the skills, experience, expertise, diversity and attributes required of Directors to discharge the Board's duties and the extent to which they are represented in the composition of the Board and each Board Committee; ■ Facilitate an independent three yearly assessment of the effectiveness and performance of the Board, Board Committees and Directors (refer to section 22 for further information); and ■ Ensure that an effective Board induction process is in place (refer to section 24 for more information).
Concise Annual Report 2013