Board charter

The business of the NRMA Group (NRMA) is managed under the direction of the Board of Directors. The Board is accountable to Members for the performance of the company.
 

Role of the Board

(a) The Board has primary responsibility to Members for the sustainability and relevance of the NRMA by guiding and monitoring its business and affairs. 

(b) In carrying out its responsibilities, the Board undertakes to serve the interests of NRMA Members, employees, customers and the broader community.

(c) Each Director of NRMA will act in good faith in the best interests of the NRMA as a whole, irrespective of the Region for which they were elected, and collectively oversee and appraise the strategies, major policies, processes and performance of the company using care and diligence to ensure that NRMA´s long term sustainability is assured.

(d) The independence of the Directors will be a paramount principle of governance. Directors will not misuse their position on the Board to advance personal interests nor to represent particular constituencies. Directors will not use information available to them as Board members to advance personal interests or agendas.

(e) Directors are required to inform the Board of any conflicts or potential conflicts of interest they may have in relation to particular items of business. Directors must absent themselves from discussion or decisions on those matters. Where a conflict of interest or potential conflict is not identified by a Director, the Chair of the Board or Committee (or other Directors) will call the matter to the attention of the Director.
 

Structure and composition

(a) The NRMA Constitution provides for the election of nine non-executive directors.

(b) The Directors must elect one of their number as President and another as Deputy President. The President is the Chairman of the Board; the Deputy President is the Deputy Chairman. The terms President and Chairman should be viewed as interchangeable. 

(c) Each Director must be a Member of NRMA and cannot be an employee of NRMA, Insurance Australia Group Limited or any of their respective subsidiaries.

(d) Full Board elections are held every three years commencing in 2005. Each Director elected for a Region (as defined in the Constitution) in an Election Year will hold office until the first Saturday in December of the next Election Year or until such time as the Director ceases to hold office pursuant to the Constitution.

Responsibilities of the Board

The Board is responsible for the management of the affairs of NRMA, including:   (a) Setting the strategic direction of NRMA and monitoring management´s implementation of that strategy; 

(b) Selection and appointing the Chief Executive Officer, determining his/her conditions of service and monitoring his/her performance against established objectives;

(c) Appointing the Company Secretary;

(d) Reviewing on a regular basis, the conditions of service and performance monitoring procedures to apply to senior management;

(e) Monitoring financial outcomes and the integrity of reporting; in particular, approving annual budgets and longer-term strategic and business plans;

(f) Setting specific limits of authority for management to commit to new expenditure, entering contracts or acquiring businesses without Board approval;

(g) Approving acquisitions and disposals of businesses and investments above the delegated limits of authority;

(h) Approving significant changes of key policies;

(i) Ensuring that effective audit, risk management and compliance systems are in place to protect the Company´s assets and to minimise the possibility of NRMA operating beyond legal requirements or beyond acceptable risk parameters;

(j) Monitoring compliance with regulatory requirements and ethical standards;

(k) Reviewing, on a regular basis, senior management succession planning and development;

(l) Reporting to the members on the discharge of their responsibilities in such a manner as is approved by the Board from time to time.

(m) Appointing such Committees of the Board as may be appropriate to assist in the discharge of its responsibilities, determining their responsibilities and approving a charter for each Committee;

In discharging these responsibilities, each Director is bound by the Corporations Act, the Constitution and all charters, policies and codes of conduct in force from time to time including, but not limited to:

• This Charter
• The Committee charters
• The Directors´ Code of Conduct
• The Director´s Relationship with a Region Protocol
• The NRMA Member/Director Correspondence Protocol
• The Board Expenditure Policy.

The Board´s responsibilities are collegiate and, once decisions are made, Directors must not publicly advocate policies contrary to established Board decisions.

The Board delegates to the Chief Executive Officer responsibility for implementing the strategic direction, and for managing the day-to-day operations of NRMA.
The Board and Directors relate to the staff of the organisation primarily through the CEO and contact between staff and Directors is coordinated through the CEO.
 

Role of the President

The responsibilities of the President are set out in a letter of appointment to the President and are principally to:

(a) Liaise with the Chief Executive Officer and the Company Secretary to see that new Board members are appropriately briefed and have access to information on aspects of the Company´s operations;

(b) Establish the agenda for Board meetings, in consultation with the Chief Executive Officer and Company Secretary;

(c) Be the main point of contact and communication between the Board and the Chief Executive Officer, ensuring that the Board´s views are communicated clearly and accurately;

(d) Act as primary counsellor to the Chief Executive Officer.

(e) Lead the review of the Board´s performance and the review of the CEO´s performance, ensuring that the delegated authority of the CEO and expected key performance criteria for the CEO are clear.

(f) Protect the Association´s policy of non-alignment with any political party;

(g) Preside over Board and General Meetings of the Company. He/she has the task of making sure the Board is well informed and effective; that the members, individually and as a group, have the opportunity to air differences, explore ideas and generate the collective views and wisdom necessary for the proper operation of the Board and the Company;

(h) Set a standard for Board members in terms of attendance at meetings and prior familiarity with Board Papers distributed and issues to be raised; 

(i) Ensure that the meetings are conducted competently, ethically and in an open fashion consistent with a transparent culture; he/she is expected to provide effective leadership in formulating the strategic direction for the Group; and

(j) Ensure that general meetings are conducted efficiently and that members have adequate opportunity to air their views and obtain answers to their queries.

Review of performance

The Board will conduct, at least every two years, a comprehensive review of its performance as a Board. The method of conducting each review, and the extent of that review, is for the Board to determine from time to time. The review of the President´s performance is conducted in accordance with the terms set out in the formal letter of appointment signed by the President.
 

Review of Charter

The Board will regularly review this charter and the charters of Board Committees to ensure they remain consistent with the Board´s objectives and responsibilities, and relevant standards of corporate governance.