Board Experience and skill

The Board presently comprises six members who have been chosen to provide a mix of professional, business skills and experiences to add value to Valad’s activities.  As at the date of this report, the Board comprises four independent non-executive directors, one non-executive director and one Managing Director. 

 

Trevor Gerber , Robert Seidler, Andrew Martin and Ian Robertson are considered by the Board to be independent based on the following principles:

 

• A director must not be an executive or a substantial security holder of Valad;
• Within the last three years a Director must not have been employed in an executive capacity by Valad or a controlled entity, or been a director after ceasing to hold any such employment; 
• Within the last three years a director must not have been a principal of a material professional advisor or a material consultant to Valad or a controlled entity, or been an employee materially associated with the service provided;
• A director must not be a material supplier or customer of Valad or a controlled entity, or an officer of or otherwise associated directly with a material supplier or contractor;
• A director must not have a material contractual relationship with Valad or a controlled entity; 
• A director must not have been on the Board for a period which could, or could reasonably be perceived to materially interfere with the director’s ability to act in the best interests of Valad; and
• A director is free from any interest and any business or other relationship that could, or could reasonably be perceived to materially interfere with the director’s ability to act in the best interests of Valad.

 

Kevin McCabe is viewed as not being independent due to his previous employment by the Scarborough Group prior to its acquisition by Valad. 

 

The Managing Director is Peter Hurley. 

 

The Board regularly assesses whether or not each director is independent. Valad has a formal and transparent procedure for the selection, appointment and reappointment of directors.

 

The skills, experience and period of office for each of the Directors are outlined in the Directors’ Report, which forms part of the VPG Financial Statements.

 

The directors have access to independent legal advice, at Valad’s expense, where appropriate.

 

Chairman and Independence

 

As mentioned above the Board considers Mr Gerber to be independent.

 

Remuneration and Nomination Committee

 

The members of the Remuneration and Nomination Committee are Robert Seidler (Chairman), Andrew Martin, Trevor Gerber and Peter Hurley. The Remuneration and Nomination Committee is chaired by an independent director, has a majority of independent directors and has more than three members as recommended by the Principles.

 

The Remuneration and Nomination Committee has a Charter and is empowered to do the following:

 

• Make recommendations to the Board on the remuneration for directors and senior executives of Valad;
• Review Board succession plans;
• Recommend the election or re-election of directors; and
• Assist with the evaluation of the Board’s performance.

 

A summary of the Remuneration and Nomination Committee Charter is available on the website.

 

Retirement and re-election of Directors

 

The Valad Funds Management Limited constitution states that at each AGM one-third of the Directors (excluding the Managing Director) and any director who has been in office for more than three years since his last election must retire. Eligible directors who retire may offer themselves for re-election by securityholders at the next AGM and are able to provide information to securityholders in support of their re-election.

 

Additional Procedures

 

Valad has a process for evaluating the performance of the Board and Board Committees. The Company Secretary co-ordinates a questionnaire for directors to complete and the Board collectively discusses the responses. The Chairman co-ordinates with the Managing Director and the Company Secretary to implement any changes as a result of the performance evaluation.

 

A performance evaluation for the Board occurred during the reporting period in accordance with the Board’s performance evaluation process.

 

Valad provides induction programs for each new director prior to, or within a short time of, that person joining the Board. Valad also offers ongoing training for each of the directors undertaken by senior executives and /or external service providers. The training outlines the directors’ responsibilities and obligations as directors of Valad and education on Valad’s business activities, operations, and financial, strategic and risk management profile.

 

All directors have access to the Company Secretary and senior executives.