FRC Nominations Committee Charter
(Amended August 2011)
* New amendments to the Charter are in italics.
1. This Charter
This Charter sets out the functions and responsibilities of the FRC Nominations Committee (Committee).
2. Functions
The functions of the Committee are:
- To consider annually the composition of, and criteria for appointment to, the Australian Accounting Standards Board (AASB) and the Auditing and Assurance Standards Board (AUASB);
- To make recommendations annually to the Financial Reporting Council (FRC) for the appointment of members to the AASB and AUASB; and
- To consider and report, at least annually, to the FRC on the performance review of the AASB and AUASB members.
- To review, periodically, the succession needs of the AASB and AUASB in discussion with the Chairman of the AASB and AUASB respectively.
- To assist the FRC to undertake a performance assessment of FRC members.
3. Responsibilities
The Committee will:
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Establish governance guidelines to assist the Committee in considering potential vacancies on the AASB and AUASB and review them annually.
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Advertise periodically seeking expressions of interest from persons interested in being considered for appointment to the AASB and/or AUASB.
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Maintain a schedule of eligible nominees who meet the eligibility criteria established by the FRC on the recommendation of the Committee for the AASB and AUASB.
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For appointments to the AASB and AUASB, other than the Chairman, to interview and evaluate candidates on the basis of merit and make recommendations to the FRC for its consideration.
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Consider casual vacancies as appropriate.
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Oversee the process by which:
- Members of the AASB and AUASB are expected as part of their duties to complete and provide feedback on the annual peer review. The review will be analysed by the Committee and feedback given to the respective Chairman on Board member performance. In the event a peer review is not completed, the relevant Chairman will be advised to follow up on the matter.
4. Membership of the Committee and Quorum
Members of the Committee are appointed by the FRC.
The Committee comprises a member of the Council as Chairman, at least three other Council members and the Chairman of the AASB and AUASB. The FRC Chairman is a member ex-officio.
A quorum is any three Committee members.
- Members will advise the Committee of any potential or actual conflicts of interest at the commencement of any meeting; or
- If aware of a potential or actual conflict that may give rise to questions being asked over a Member’s role/involvement on the Committee outside a meeting, a Member will raise the matter with the Committee Chairman and/or the FRC Chairman.
As appropriate, the Committee may invite other relevant persons to attend meetings and provide input as necessary, including as an observer only.
Where the Committee Chairman has a potential or actual conflict of interest, the matter is to be raised with the FRC Chairman for their consideration.
5. Meetings
The Committee will meet at least semi-annually, and more frequently as required.
Minutes of the meetings of the Committee will be drafted and confirmed at the following meeting and should ordinarily be included in the papers for the next full FRC meeting.
6. Reporting
The key matters discussed at each Committee meeting are to be reported by the Committee Chairman to the FRC at the next scheduled FRC meeting. The report will include all matters that are relevant to the function and responsibilities of the Committee.
7. Other matters
The Committee shall also perform any other activities consistent with this Charter that the Committee or the FRC deem appropriate.
8. Review
The Committee will review its Charter on a regular basis, at least once a year.