Board Committees

The Board has three Standing Committees: the Group Audit and Compliance Committee, the Group Remuneration and Appointments Committee and the Group Investment Committee. Other committees are established from time to time as necessary.

Committees allow detailed examination and Director expertise to be brought to issues and facilitate efficient decision-making. Committees make recommendations to the whole Board. They have no decision-making ability except where expressly provided by the Board.

Group Audit and Compliance Committee

The Committee's terms of reference include the following duties and responsibilities:

• to review the financial information presented by management to the Board, the external auditors and the public.
• to review draft half-year and annual financial statements and supporting narrative, and the external auditor's report, and make recommendations to the board as to adoption.
• to oversee the performance of the external auditor and to be satisfied as to its independence.
• to review the effectiveness and efficiency of management processes, and internal financial controls and control systems.
• to supervise the internal audit function and to receive regular reports from the internal auditors on risks and exposures.
• to receive regular reports on statutory compliance.
• to maintain open and direct lines of communication with the external and internal auditors.
• to make recommendations to the Board as to the appointment and discharge of the external auditor.

Roles and Responsibilities

The Group Audit and Compliance Committee is responsible for monitoring Group risks and exposures, and compliance with statutory, and regulatory obligations and industry standards. TOWER has comprehensive systems in place to identify, assess, monitor and manage risk. At the forefront of these are the internal audit processes that are overseen by TOWER's internal audit team, the external audit process carried out by TOWER's external auditor, the compliance processes that are overseen by TOWER's compliance teams, and the comprehensive risk management process for each operating company and the Group. For more information about these processes, see Audit, Risk and Compliance Processes.

Committee Membership

The Terms of Reference for the Group Audit and Compliance Committee require that the Committee comprise a minimum of three suitably qualified Non-Executive Directors appointed from time to time by the Board. The Board appoints the Chairman of the Committee, who cannot also be Chairman of the Board.  The Committee members are currently John Spencer (Chairman), Michael Jefferies and Bill Falconer. The Group Managing Director cannot be a member of the Committee. The Committee has scheduled to meet a minimum of four times a year.

Group Remuneration and Appointments Committee

The Committee's terms of reference provide that the Committee advises the Board in respect of a number of matters, including:

• appointment and succession of Board Directors, and Director remuneration; and
• Group Managing Director and senior executive appointment, termination, performance appraisal and remuneration.
  

Committee Membership

The Terms of Reference for the Committee require that it comprise the Group Chief Executive Officer and a minimum of three suitably qualified Non-Executive Directors. The Board appoints the Chairman of the Committee who must be a Non-Executive Director. The Committee members are currently Anthony Gibbs (Chairman) and Susie Staley. The Group Managing Director does not take part in deliberations and decisions as to the Group Managing Director's replacement, performance and remuneration. The Committee meets a minimum of two times a year and as necessary.

Group Investment Committee

The Committee's terms of reference include the following duties and responsibilities:

• to review investment policy in respect of TOWER shareholder funds and policyholder funds.
• to review risk management policy and statements in respect of investment management, including derivative policy.
• to consider the establishment, adjustment or deletion of limits and counter party approvals and the scope of financial instruments to be used in the management of TOWER's investments.
• to to review appointment of external investment managers.
• to monitor investment and fund manager performance.
• to monitor compliance with investment policies and client mandates.

Committee Membership

The Terms of Reference for the Committee require that it comprise the Group Managing Director and a minimum of two suitably qualified Non-Executive Directors appointed. The Board appoints the Chairman of the Committee who must be a Non-Executive Director. The Committee members are currently Denis Wood (Chairman), Susie Staley and Michael Jefferies. The Committee meets a minimum of three times a year.