Constitution, Board Charter, Board Committees, Directors' Fees and Appointed Directors

Board-of-directors-table

NRMA Constitution

The Constitution of National Roads and Motorists' Association Limited was approved by Members on 4 November 2016.

View the National Roads and Motorists' Association Limited Constitution (PDF 714KB/53 pages)

Board Charter

The Board Charter was adopted by the NRMA Board on 14 December 2016.

View the NRMA Board Charter (347KB/7 pages).

Board Committees

The NRMA Board of Directors has established the following standing Board Committees (Committees):

Audit and Risk Management Committee
Finance And Investments Committee
Governance, Compensation And Nomination Committee
Policy And Advocacy Committee

The NRMA Board appoints the Committee members and approves the charter of each Committee. The charter sets out the purpose and delegated authority from the NRMA Board to the Committee.  

The Committees are operated in accordance with the Protocols for Board Committees (PDF 281KB/3 pages).

The NRMA Board periodically reviews the Committee members, Committee charters and protocol for Committees.

Audit and Risk Management Committee (ARMC)

The ARMC has been established to assist the NRMA Board in matters relating to:

a) the external reporting and audit of the financial information of NRMA and its subsidiaries (NRMA Group);
b) the internal control environment of the NRMA Group, including the internal audit function;
c) the NRMA Group’s risk appetite, risk reviews and the policies and controls for risk management, including the effectiveness of, and compliance with, that risk appetite, and those policies and controls;
d) promoting a culture of safety; and
e) promoting a culture of compliance by the NRMA Group and its staff.

ARMC Members: Ms M Mastroianni (Chair), Ms K Lundy, Dr K Molloy, Mr G Smith and Mr D Stanwell.

View the Audit & Risk Management Committee Charter (PDF 432KB/6 pages).

Finance and Investments Committee (FIC)

The FIC has been established to assist the NRMA Board in:

a) managing and overseeing the investment portfolio of NRMA; and
b) considering and, in certain circumstances, making decisions in relation to, investments, corporate transactions and growth opportunities, and NRMA’s capital, treasury and financing arrangements.

FIC Members: Mr D Stanwell (Chair), Ms M Mastroianni, Mr G Smith and Mr T Trumper.

View the Finance & Investments Committee Charter (PDF 442KB/6 pages).

Governance, Compensation and Nomination Committee (GCNC)

The GCNC has been established to assist the NRMA Board in matters relating to:

a) the remuneration strategy of NRMA and its subsidiaries (NRMA Group);
b) remuneration arrangements for Directors, the Group CEO and the executive direct reports to the Group CEO (Direct Reports);
c) performance-linked incentive schemes for the Group CEO and Direct Reports and the opening of the incentive pool under the performance-linked incentive scheme for applicable NRMA Group employees;
d) payments to the Group CEO and Direct Reports that are outside the remuneration strategy and performance-linked incentive schemes;
e) performance reviews of the Board, Board committees, individual Directors and the Group CEO;
f) Board and Board committee composition, including the skills and experience required;
g) Director elections;
h) succession plans for the Board, Group CEO and Direct Reports;
i) the culture of the NRMA Group; and
j) the corporate governance structure of the NRMA Group and the Constitution.

GCNC Members: Mr T Trumper (Chair), Ms M Mastroianni, Ms J McKellar and Ms F Simson.

View the Governance, Nomination & Compensation Committee Charter (422KB/6 pages).

Policy and Advocacy Committee (PAC)

The PAC has been established to assist the NRMA Board in:

a) monitoring and overseeing the strategic advocacy plan; and
b) considering and, in certain circumstances, making decisions in relation to public policy positions.

PAC Members: Ms F Simson (Chair), Mr D Borger, Ms K Lundy and Ms J McKellar.

View the Policy & Advocacy Committee Charter (294KB/3 pages).

Directors' Fees

The NRMA Board supports the requirement in the Constitution to disclose the Directors' fees on the NRMA's website in order that Members are fully informed. View Directors Fees table - which provides the Board and Committee fees payable from NRMA to each Director from 1 January 2021.

Under the Constitution, the Directors’ fee pool for the conduct of ordinary services is subject to review at 1 January in each year following any year in which no increase to the Directors’ fee pool has been approved by Members at a general meeting. The Directors’ fee pool for the conduct of ordinary services excludes Committee fees and superannuation payments.

The Constitution sets out that in the year a review of the Directors’ fee pool is undertaken the increase in the fee pool is the ‘Percentage CPI Change’. The ‘Percentage CPI Change’ is defined as the percentage change between the September quarter before the 1 January review and the September quarter in the year prior, for the All Groups Consumer Price Index for the weighted average of eight capital cities as published by the Australian Bureau of Statistics.

The Board must pass a resolution to determine the Board fees for Directors, but the total amount of fees must be below the Directors’ fee pool. The Board must also pass a resolution to determine the fees for those Directors who are members of a Committee. The Board obtains independent external advice as required from time to time to assist with determining Board and Committee fees. The Board has determined that Board fees and Committee fees will increase in line with any CPI increase of the Directors’ fee pool. The Chair and Deputy Chair do not receive fees for being a member of a Committee or attending Committee meetings.

Superannuation is paid by NRMA on behalf of the Directors at the rate of 13 per cent.

Appointed Directors

Ms Jane McKellar was re-appointed by the Board as a non-executive director for a 3 year term commencing 13 May 2021, with the skills and experience in customer, branding and marketing.

Mr Gary Smith was re-appointed by the Board as a non-executive director for a 3 year term commencing 6 February 2021, with skills and experience in transport and tourism.

Mr Derek Stanwell was re-appointed by the Board as a non-executive director for a 3 year term commencing 14 May 2020 with skills and experience in mergers and acquisitions.

The independent executive search firm Russell Reynolds Associates was engaged to provide a shortlist of candidates for the appointment of all three Appointed Directors.