Governance

Role of the Board

Establishing and overseeing a sound corporate governance framework is a primary responsibility of the Board. The Board sets the strategic direction for NBN Co Limited (NBN Co) and its senior management guides the development of Company operations. The Board ensures NBN Co meets its accountability obligations to the Government by submitting Corporate Plans and Annual Reports, ensuring compliance with Government policies and overseeing the development and implementation of a robust risk management framework. NBN Co submitted itsfirst Corporate Plan in November 2010.

The Board comprises one Executive Director and seven Non-Executive Directors appointed to provide a mix of skills and experience essential to guide NBN Co toward successful delivery of the National Broadband Network (NBN). The Board has delegated specific powers and responsibilities to Board committees including the Audit Committee, Communications Committee, Implementation Committee, Nominations Committee and People and Performance Committee.

Audit Committee

The Audit Committee provides assurance to the Directors that NBN Co is complying with its obligations under the CAC Act and the Corporations Act and provides a forum for communication between the Directors, senior managers and internal and external auditors of NBN Co. The Committee consists of at least three members of the Board, the majority being independent Non-Executive Directors.

The Chief Executive Officer (CEO), Chief Financial Officer (CFO) and other Directors may attend Committee meetings in an ex-officio capacity but are not entitled to vote on Committee resolutions.

The Audit Committee supervises and reviews the effective management of financial risks, the establishment and maintenance of effective and efficient internal and external audit processes and management's establishment and operation of an enterprise-wide risk management framework.

Communications Committee

The Communications Committee will assist the Board in connection with strategic communications issues relating to the NBN. The Committee consists of two Non-Executive Directors. The CEO and Head of Corporate Services may attend meetings but are not entitled to vote on Committee resolutions.

Implementation Committee

The Implementation Committee assists the Board in fulfilling its governance responsibilities in connection with the procurement, construction and implementation processes of the NBN.

The Committee consists of at least two Non-Executive Directors. The CEO, CFO and Head of Corporate Services may attend meetings but are not entitled to vote on Committee resolutions.

Nominations Committee

The Nominations Committee shall, through the Board, provide Shareholder Ministers with details of suitable candidates for Board membership on an as-needed basis. The Committee is chaired by the Chairman of the Board and comprises two additional non executive directors.

People and Performance Committee

The People and Performance Committee assists the Board in fulfilling its overseeing and governance responsibilities for people management and remuneration policies.

The Committee consists of not less than three members of the Board, the majority being independent Non-Executive Directors. The CEO and Chief Human Resource Officer may attend Committee meetings but are not entitled to vote on Committee resolutions.

Chief Legal Counsel

NBN Co's Chief Legal Counsel is responsible for NBN Co's legal strategy, policy and related activities and for ensuring all aspects of legal compliance and effectiveness both strategically and operationally. The Chief Legal Counsel is part of NBN CO's senior leadership team.

Executive Committee

NBN Co's most senior Executives are involved in major decisions with decisions of major significance requiring approval by the Board. The Executive Committee is the senior management body which advises the CEO on operational matters and reviews strategies, position papers, policies and proposals for referral to the Board. The Executive Committee is comprised of the Business Function Heads and the CEO.