The Board is accountable to its shareholders as owners of the Company.

Board Role

The role of the Board of Directors is generally to set objectives and goals for the operation of the Company, to oversee the Company’s Management, to regularly review performance and to monitor the Company’s affairs in the best interests of the Company.

For these responsibilities, the Board is accountable to its shareholders as owners of the Company.

The Board has approved a comprehensive Board charter governing its operation. Please click on the link below to view the full Board charter.

Full board charter    

Please click on the link below to view the Company's Constitution:

 Constitution     

The Company's Corporate Objective is to provide shareholders with attractive investment returns through access to a steady stream of fully franked dividends and enhancement of capital.

In this regard, the Company's goals are:

  • to pay dividends which, over time, will grow faster than inflation; and
  • to provide attractive total returns over the medium to long term.

Board Membership

The Board is comprised of a Non-Executive Chairman, Managing Director and five Non-Executive Directors all of whom have a personal financial interest in the Company.

It is considered that all Directors are independent except BB Teele, TA Campbell and RE Barker for the reasons set out below.

BB Teele, the Chairman, has been a Director of the Company since 1966 and has a continuing close involvement in the management of the portfolio. Accordingly, he is not considered to be an independent Director. Given that the Company is a Listed Investment Company, it is valuable to have a Chairman with a depth of experience and skills in the securities industry who is actively involved in the investment decisions.

Given the specialist nature of the Company's activities, an independent Chairman is not regarded as necessary.

TA Campbell is not considered to be an Independent Director because of his involvement as Senior Chairman, former Chief Executive and a shareholder of Goldman Sachs JBWere, with whom the Company has had a strong relationship over its life, and as a consequence of the related party transactions. TA Campbell has been a Director since 1984.

RE Barker, as Managing Director of the Company is an Executive Director.

The other Non-Executive Directors, namely DR Argus, J Paterson, FD Ryan and CM Walter, are considered to be independent. The Directors meet formally as a Board at least 11 times a year.

Board Profiles

Bruce B Teele

 

BSc BCom (Melb). Chairman and Non-Executive Director. Chairman of the Investment Committee. Member of the Nomination Committee and the Remuneration Committee.

Mr Teele is a company Director and has been a Director of the Company since 1966 and Chairman since 1984. He is also Chairman of Djerriwarrh Investments Limited and AMCIL Limited and a Director of The Myer Family Company Ltd. He was formerly the Executive Chairman of the JBWere Group.
   

Donald R Argus AC

 

FCPA SF Fin. Independent Non-Executive Director. Chairman of the Remuneration Committee. Member of the Audit Committee and the Investment Committee.

Mr Argus has been a Director of the Company since May 1999. Mr Argus is Chairman of the Advisory Board of Bank of America Merrill Lynch Australia. He is a former Chairman of BHP Billiton and Brambles Ltd and a former Director of Southcorp Ltd. He was formerly Managing Director and Chief Executive of National Australia Bank Ltd. He is also a former member of the International Advisory Board of Allianz Aktiengesellschaft and of the International Advisory Committee of the New York Stock Exchange Ltd..
   

 Ross E Barker

  

BSc (Hons) (Melb) MBA (Melb) F Fin. Managing Director. Member of the Investment Committee. Director of the Company’s subsidiary, Australian Investment Company Services Limited (AICS).

Mr Barker became Chief Executive Officer in February 2001 having been an Alternate Director of the Company since April 1987. He was appointed Managing Director in October 2001. He is also Managing Director of Djerriwarrh Investments Limited, AMCIL Limited and Mirrabooka Investments Limited.
   

 Terrence A Campbell AO

BCom (Melb). Deputy Chairman and Non-Executive Director. Member of the Investment Committee.

Mr Campbell has been a Director of the Company since September 1984 and was appointed Deputy Chairman in September 2008. He is Senior Chairman of Goldman Sachs & Partners Australia Pty Ltd (formerly Goldman Sachs JBWere) and was formerly Chairman and Chief Executive of Goldman Sachs JBWere. He is also Chairman of Mirrabooka Investments Limited and a Director of Djerriwarrh Investments Limited and AMCIL Limited.
   

John Paterson

  

BCom (Hons) (Melb) ASA F Fin. Independent Non-Executive Director. Chairman of the Nomination Committee and member of the Investment Committee and the Remuneration Committee. Chairman of the Company’s subsidiary, AICS.

Mr Paterson is a company Director who was appointed to the Board in June 2005. He was a former Alternate Director of the Company for Mr Campbell from April 1987 to June 2005. He is Deputy Chairman of Djerriwarrh Investments Limited. He was formerly a Director of Goldman Sachs JBWere and is a former member of the Board of Guardians of Australia’s Future Fund.
   

Fergus D Ryan

  

CA.  Independent Non-Executive Director. Chairman of the Audit Committee. Member of the Investment Committee and the Nomination Committee. Director of the Company’s subsidiary, AICS.

Mr Ryan is a company Director and Chartered Accountant. He was appointed a Director of the Company in August 2001. He is also a Director of the Commonwealth Bank of Australia Limited. He is also a Councillor of the Committee for Melbourne and a Director of the Centre for Social Impact. He was formerly the Strategic Investment Coordinator and Major Projects Facilitator for the Federal Government and is a former Deputy Chairman of the Council of the National Library and a former Director of Clayton Utz and the National Australia Day Council. He was also formerly a senior partner of Arthur Andersen.
   

Catherine M Walter AM

  
    

LLB (Hons) LLM MBA (Melb). Independent Non-Executive Director. Member of the Investment Committee, Remuneration Committee and the Audit Committee.

Mrs Walter is a solicitor and company Director. She has been a Director of the Company since August 2002. Mrs Walter is a Director of Walter and Eliza Hall Institute of Medical Research, Victorian Funds Management Corporation, Melbourne Business School and Payment Systems Board. She also chairs Australian Synchrotron Company Ltd. She was formerly a Director of Australian Securities Exchange Ltd, National Australia Bank Ltd, Orica Ltd and James Hardie Industries N.V. and is a former member of the Financial Reporting Council.
   

Peter J Williams

  
 

Dip.All, MAICD, FAIM. Independent Non-Executive Director. Member of the Investment Committee.

Mr Williams was appointed a Director of the company in February 2010. He is Chairman of Olympic Park Sports Medical Centre Pty Ltd and a Director of the Australian Baseball Federation, National Australia Trustees Limited and the Foundation for Young Australians. Mr Williams was formerly Managing Director of Equity Trustees Limited and a Director of the Trustee Corporations Association of Australia.