Document ID: chunk:federal_register_of_legislation:F2024L00637:body:0:p4
Version: federal_register_of_legislation:F2024L00637
Segment Type: other
Provision Reference: 
Character Range: 8348–11361

the Board intends to renew itself in order to ensure it remains open to new ideas and independent thinking, while retaining adequate expertise.

Board nomination, appointment and removal
23.         The Board must establish and implement policies and processes for the nomination, appointment and removal of directors. These policies and processes must, at a minimum, address:
(a)          the length of the term for which a director is appointed to the Board;
(b)          the maximum tenure limit for an individual director;
(c)          how vacancies will be managed, including, where applicable, how the RSE licensee will comply with the vacancy requirements in Part 9 of the SIS Act;
(d)          the process by which a candidate will be nominated for a vacant Board position;
(e)          the factors that will be considered when assessing the suitability of a nominated candidate, including how the RSE licensee assesses the independence of the candidate where relevant and the Board's process for determining whether a particular candidate is appointed;
(f)           the process by which a director will be appointed to the Board;
(g)          the factors that will determine when an existing director will be re-appointed, including whether the director has served on the Board for a period that could, or could reasonably be perceived to, materially interfere with their ability to act in the best interests of beneficiaries;
(h)          the process by which the Board will resolve disputes about nominations, appointment, re-appointment or removal of directors;
(i)            when and how a director will be removed from the Board; and
(j)            the Board's policy on voting rights and procedures in relation to nomination, appointment, reappointment and removal of a director.

Board Audit Committee
24.         An RSE licensee must have a Board Audit Committee, which assists the Board by providing an objective non-executive review of the effectiveness of the RSE licensee's financial reporting and risk management framework unless, with respect to risk management, there is another Board Committee which carries out this function.
25.         The Board Audit Committee must have sufficient powers to enable it to obtain all information necessary for the performance of its functions.
26.         The Board Audit Committee must have at least three members. All members of the Committee must be non-executive directors.[13]
27.         The chairperson of the Board may sit on the Board Audit Committee, but may not chair the Committee except where the chairperson of the Board is the only independent director (within the definition of section 10 of the SIS Act) on the Board.
28.         The Board Audit Committee must have a charter that includes a reference to the fact that the Committee is responsible for the oversight of:
(a)          all APRA statutory reporting requirements;
(b)          other financial reporting requirements;
(c)          professional accounting requirements;
(d)