Corporate Governance

The Board and the Senior Management Team are committed to operating RACQ's business ethically and consistent with high standards of corporate governance, applied in a manner that is appropriate to RACQ’s particular circumstances.

The RACQ has established a framework of processes and guidelines for the governance of the organisation based on the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council.

Although not a listed entity, RACQ is a major public company and the Board endorses the view that these principles form a sound platform for corporate governance practices.

The Board of Directors

Role of the Board

The Board has adopted a formal Board Charter setting out the roles and responsibilities of the Board. The role of the Board is to oversee and guide the management of RACQ with the aim of protecting and enhancing long-term member value. The Board is responsible for the effectiveness of  governance practices and the overall performance and conduct of RACQ.

Board Composition

The Board currently comprises 10 independent non-executive directors, with the immediate past president position being vacant. In assessing the independence of each Director, the Board considers whether he or she has any relationships that would materially affect the Director’s ability to exercise unfettered and independent judgment in the interests of RACQ and its members.

The roles of Chairman and Group Chief Executive Officer (Group CEO) are separate. The Chairman is responsible for leadership of the Board and ensuring the Board performs its roles and functions. The Chairman is also responsible for facilitating the effective contribution of Directors by encouraging each Director to fully participate in the Board’s activities.

The Board has a broad range of relevant financial and other skills, experience and expertise. The Board considers that, collectively, Directors have the range of skills, experience and expertise necessary to govern RACQ. Details of the skills, experience and expertise of each Director of RACQ are set out in the Directors' details page.

Induction and Continuing Education

All Directors are encouraged and assisted to attend educational courses that serve to enhance their performance as Directors. Membership of the Australian Institute of Company Directors and participation in the Institute’s course on the role and duties of Directors is also actively encouraged. Induction days designed for newly appointed Directors are held as required.

Access to Information and Independent Professional Advice

Each Director has the right of access to all relevant information and, subject to prior consultation with the Chairman, may seek independent professional advice in the discharge of their duties as Directors. The Company will pay the cost of this independent advice.

Relationship with Management

The management of RACQ is conducted by or under the supervision of the Group CEO. The Group CEO is accountable to the Board for all authority delegated to management. The Group CEO is responsible for managing the day-to-day operations of RACQ and has authority for implementing the strategic direction in accordance with the decisions of the Board. The Group CEO leads the Senior Management Team, which meets regularly to review and report on RACQ’s business activities including operations, financial and investment performance and strategic direction.

Board Committees

Board Committees Overview

To increase its effectiveness, the Board has established a number of committees. The roles and responsibilities of each committee are set out in the respective Committee Charters, which are regularly reviewed.

Audit and Risk Management Committee

The Board has established the Audit and Risk Management Committee to assist it in fulfilling its audit and compliance and risk management responsibilities.

Governance and Remuneration Committee

The Board has established the Governance and Remuneration Committee to assist it in ensuring RACQ has appropriate ethical standards, corporate governance policies and practices, and remuneration policies and practices that enable it to attract and retain Directors, Group CEO and Senior Management who will best contribute towards achieving member value.

Asset and Corporate Committee

The Board has established the Asset and Corporate Committee to assist it in the governance and stewardship of the RACQ’s investments.

Ethical and Responsible Decision Making Code of Conduct

All Directors, the Senior Management Team and other employees are required to conduct themselves with the highest ethical standards of corporate behaviour when undertaking RACQ business. To that end the Directors have adopted a Director Code of Conduct. The code requires Directors to behave ethically, act within the law, avoid conflicts of interest and act honestly in all business activities.

RACQ has also adopted an Employee Code of Conduct, which sets out the principles and standards with which all employees are required to comply in the performance of their respective functions.

Concern Reporting

Employees are encouraged to bring any problem to the attention of management or the Human Resources Department. This includes activities or behaviour that may not be in accord with the Code of Conduct, other RACQ policies, or other regulatory requirements or laws.

Communication

Regular Communication

In order to properly carry out its responsibility to govern on behalf of the members, the Board recognises the importance of members receiving relevant information in a timely manner.

Members receive information from RACQ through distribution of The Road Ahead magazine, the Annual Report, the Chairman’s address to the Annual General Meeting, and through the release of other relevant significant announcements to the media and on RACQ's website. Copies of all public statements and the RACQ's Annual Report are posted on RACQ’s website and are made available to the media.

Annual General Meeting

Members have the opportunity to raise matters with the members of the Board at the Annual General Meeting. RACQ’s external auditor attends the Annual General Meeting and is available to answer questions from members regarding the conduct of the audit, the auditor’s independence, the preparation and content of the auditor’s report, and accounting policies adopted by RACQ in connection with the preparation of the financial statements.

Risk Management

Approach to Risk Management

RACQ has a structured approach to the identification and management of risk that is consistent with the Australian Risk Management Standard AS/NZS ISO 31000. Risk is identified and assessed within this framework and all executives are accountable for managing risk within their area of responsibility.

RACQ has specific policies and processes that deal with the key areas of business risk, financial risk and compliance risk. These cover areas such as compliance and regulatory obligations, business operations, human resource requirements and occupational health and safety.

The Board’s Audit and Risk Management Committee oversees this framework with respect to both financial and non-financial risk and internal audits.

Internal Audit

The RACQ internal audit plan is prepared taking into account the above risk management approach. The annual internal audit plan is approved by the Audit and Risk Management Committee.

Statement by Group CEO and Group CFO

As part of the process of Board approval of RACQ’s annual financial report, the Group Chief Executive Officer and the Group Chief Financial Officer are required to state to the Board, in writing, that RACQ’s financial report presents a true and fair view, in all material respects, of RACQ’s financial condition and operational results and is in accordance with relevant accounting standards.

Remuneration and Performance

Remuneration of Directors and Management

Under the Constitution, the members determine the aggregate remuneration payable to Directors, and the Board determines its allocation between Directors. Directors are entitled to be paid reasonable travelling and other expenses incurred in connection with attendances at Board and committee meetings, or otherwise in connection with the business of RACQ. Senior Management remuneration is determined by reference to market information supplied by an independent expert.

Board Assessments

The Board has adopted a self-assessment process to measure its own performance and the performance of its Committees during the financial year.

Senior Management Assessments

RACQ has in place a formal performance management system for all members of the Senior Management Team. Half-yearly each Senior Management Team member discusses his or her performance with the Group CEO. The Board assesses the performance of the Group CEO.