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AUDIT COMMITTEE CHARTER

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FUNDS SA HUMAN RESOURCES COMMITTEE CHARTER Version 5 Board approved 11 November 2007 BP26-07/08 (Version 4: Board approved 13 June 2006 BP47-05/06) (Version 3: Board approved 8 November 2005 BP20-05/06) (Version 2: Board approved 8 July 2003) (Version 1 : Board approved 21 March 2001) Next Review Due: November 2009 FUNDS SA BOARD POLICY HUMAN RESOURCES COMMITTEE CHARTER 1. INTRODUCTION The Superannuation Funds Management Corporation of South Australia Act 1995, as amended 2005 (“the Act”) provides the governing board with discretion in setting the terms and conditions of employment of its staff (section 31) and Chief Executive Officer (CEO) (section19(6)). Section 21 of the Act provides that the Board’s discretion in the performance of its administrative functions, including human resources, will be subject to the direction and control of the Minister. In order to effect such direction, the Direction must be communicated to the Corporation in writing by the Minister, included in the annual report of the Corporation, and publish in the Gazette within 7 days after the direction is given. Section 14 of the Act places an onus upon directors to ensure they discharge their duties of care etc with respect to human resource management issues. The Board has delegated operational authority for many aspects of Funds SA’s human resource management to the CEO, including: ...
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FUNDS SA
HUMAN RESOURCES COMMITTEE
CHARTER
Version 5 Board approved 11 November 2007 BP26-07/08
(Version 4: Board approved 13 June 2006 BP47-05/06)
(
Version 3: Board approved 8 November 2005 BP20-05/06)
(
Version 2: Board approved 8 July 2003)
(Version 1 : Board approved 21 March 2001)
Next Review Due:
November 2009
FUNDS SA BOARD POLICY
HUMAN RESOURCES COMMITTEE CHARTER
R:\Strategic management\Policy\Board\H R Committee Charter V5.doc
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Version 5 – Board Approved 11 November 2007
1.
INTRODUCTION
The Superannuation Funds Management Corporation of South Australia Act 1995,
as amended 2005 (“the Act”) provides the governing board with discretion in setting
the terms and conditions of employment of its staff (section 31) and Chief Executive
Officer (CEO) (section19(6)).
Section 21 of the Act provides that the Board’s discretion in the performance of its
administrative functions, including human resources, will be subject to the direction
and control of the Minister. In order to effect such direction, the
Direction must be
communicated to the Corporation in writing by the Minister, included in the annual
report of the Corporation, and publish in the Gazette within 7 days after the direction
is given.
Section 14 of the Act places an onus upon directors to ensure they discharge their
duties of care etc with respect to human resource management issues.
The Board has delegated operational authority for many aspects of Funds SA’s
human resource management to the CEO, including:
`
negotiating the Administrative Agreement with employees;
appointing employees and fixing or varying the duties, titles, remuneration or
work hours (FTE status) of positions (subject to Administrative Agreement,
Human Resources policies and procedures
and limits imposed in Board
approved remuneration budget);
accepting a resignation or retirement or dismissing employees;
approving employee leave; and
approving operational human resource policies and procedures,
However, the Board has retained responsibility for:
nominating the appointment of the CEO of the Corporation to the Governor
(Section 19),
setting the remuneration of the CEO and senior employees not covered by
the Administrative Agreement,
setting the negotiation parameters of, and approving, the Administrative
Agreement,
approving new human resource policies and approving changes to human
resource policies deemed to be board policies,
and
approving organisational restructures and other human resource changes of
major significance.
The aim of the Human Resources (HR) Committee is to improve the efficiency,
effectiveness, timeliness and overall quality of decision making of the full board in
discharging its human resource management duties not delegated to the CEO,
and/or of strategic significance.
FUNDS SA BOARD POLICY
HUMAN RESOURCES COMMITTEE CHARTER
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Version 5 – Board Approved 11 November 2007
This Charter establishes the terms of reference within which the HR Committee will
discharge its functions, as prescribed by the Act.
2.
COMPOSITION OF THE HR COMMITTEE
The HR Committee will comprise:
The Chairman of the Board
3 members of the Board
It is desirable that, if available, committee members include those with industry
knowledge, prior HR committee experience, and a knowledge of common law as it
relates to employment contract administration.
The Board shall appoint and remove members of the Committee.
When a member
of the HR Committee ceases to be a director of Funds SA, their HR Committee
membership also ceases.
When a director is reappointed to the Funds SA Board
by the Governor, their membership of the HR Committee must be confirmed by the
Board.
The Chairman of the Board shall be appointed as Chairman of the HR Committee.
A quorum shall consist of three members.
The HR Committee may also invite management and other people to attend
meetings as it deems appropriate.
The CEO has a right to, and is expected to,
attend HR Committee meetings.
Any members of the full board who are not members of the HR Committee have a
right to attend Committee meetings.
3.
DUTIES AND RESPONSIBILITIES OF THE HR COMMITTEE
The duties and responsibilities of the HR Committee have been determined by the
Board in line with sections 14, 19, 21 and 31 of the Act, and are as follows:-
Make recommendations to the full board regarding the nomination of the
appointment of the CEO of the Corporation to the Governor,
Make recommendations to the full board regarding the negotiation
parameters of Funds SA’s Administrative Agreement, including the
establishment of remuneration guidelines which are to apply under the
agreement, and the review of the reasonableness of proposed staff pay rates
and the equity and fairness of the remuneration setting process.
Make recommendations to the full board in relation to the approval of the
Administrative Agreement.
FUNDS SA BOARD POLICY
HUMAN RESOURCES COMMITTEE CHARTER
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Version 5 – Board Approved 11 November 2007
Assess the performance of the CEO and formulate recommendations with
respect to the CEO’s annual remuneration review for recommendation to the
full board.
In consultation with the CEO, make recommendations to the full board in
relation to the performance and remuneration of senior contract staff who are
not covered by the Administrative Agreement.
Ensure implementation of the process relating to the review of directors’ and
committee members’ fees.
Consider important human resource management issues such as
management succession planning /knowledge management.
Provide advice and guidance to the CEO on resolving human resource
management issues of substance.
The approval of new human resource policies, and changes to human resource
policies deemed to be board policies, will remain with the full board.
In performing these duties, HR Committee members will always act with fairness
and integrity.
4.
POWERS OF THE HR COMMITTEE
The Board authorises the HR Committee to seek any information it requires within
the scope of its duties and responsibilities.
The HR Committee shall have access to
management and staff of the Corporation through the CEO.
The HR Committee may also obtain independent professional advice where it
considers this necessary to carry out its duties.
5.
HR COMMITTEE MEETINGS & REPORTING
The HR Committee shall hold at least two meetings per year.
Special meetings
may be convened as required.
The HR Committee meeting agenda shall be circulated to all members of the full
board prior to meetings of the Committee.
The CEO has no deliberative role with respect to recommending remuneration
review outcomes for his own position and would absent himself from decision
making on these matters.
The proceedings of all meetings shall be minuted as soon as practicable after the
meeting has been held and provided to the next succeeding HR Committee meeting
for approval.
The Chairman of the HR Committee shall provide a written or oral summary report
to the next meeting of the full board concerning:
FUNDS SA BOARD POLICY
HUMAN RESOURCES COMMITTEE CHARTER
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Version 5 – Board Approved 11 November 2007
any formal resolutions or recommendations of the committee; and
any other major issues that the HR Committee Chairman believes should be
communicated to the board.
A copy of the draft minutes will be provided to the full board at the earliest
opportunity.
6.
ASSESSING HR COMMITTEE PERFORMANCE
The HR Committee shall conduct a continuous improvement process involving an
annual self assessment including soliciting formal feedback from the Board, and
senior management.
The Chairman of the HR Committee shall annually assess the
contribution of each committee member.
7.
DUTIES AND RESPONSIBILITIES OF THE HR COMMITTEE CHAIRMAN
The Chairman will:
Chair HR Committee meetings;
Oversee the provision of adequate information to enable members to make
properly informed and effective decisions;
Ensure that the HR Committee meets at least twice per year;
Review minutes of meetings to ensure that decisions are accurately recorded,
and where appropriate record the views of members and management;
Submit draft minutes for ratification at the next succeeding Committee meeting;
Following the approval of the Committee, sign the previous Committee meeting
minutes;
Provide a written or oral summary report of the Committee resolutions and/or
recommendations at the next full board meeting following a Committee meeting,
and provide a copy of the draft minutes to the full board at the earliest
opportunity;
Meet with the Chief Executive Officer at least biennially to review HR matters
within the terms of reference of the Committee; and
Oversee the process of reviewing the performance of Committee members.
8.
HR COMMITTEE REMUNERATION
Section 12(2) of the Act provides that a director of Funds SA is not entitled to any
further remuneration in connection with any appointment made by or at the direction
of the board, except with the approval of the Minister.
The Minister may seek the advice of the Commissioner for Public Employment in
this regard.
Committee fees are not payable to employees of the Government or Officers of the
Crown.
FUNDS SA BOARD POLICY
HUMAN RESOURCES COMMITTEE CHARTER
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Version 5 – Board Approved 11 November 2007
9.
OTHER
The HR Committee is empowered to make decisions via circulated resolution and
can conduct meetings by teleconference or video conference should the need arise.
10.
CHARTER REVIEW
The HR Committee Charter shall be reviewed at least biennially.
All amendments
to the charter must be approved by the Board.
Next Review Due:
November 2009
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