The Board

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 seven Non-Executive Directors all of whom have a personal financial interest in the Company.

It is considered that all Non-Executive Directors are independent except BB Teele for the reasons set out below.

BB Teele, the Chairman, has been a Director of the Company for 45 years 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 and is a long term investor, 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, the Deputy Chairman, had previously not been considered to be an independent Director because of his past and continuing involvement with Goldman Sachs Australia & New Zealand (formerly Goldman Sachs JBWere), of which he is currently Senior Chairman. As set out in Note 28, for a prolonged period of time, the commercial relationship that the Company has with Goldman Sachs Australia and New Zealand has been well below the initial materiality threshold set by the Nomination Committee. As such, Mr Campbell is now considered to be independent.

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

The other Non-Executive Directors, namely DR Argus, GR Liebelt, J Paterson, FD Ryan, CM Walter and PJ Williams, 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. 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. Managing 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 Independent Non-Executive Director. Member of the Investment Committe. 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 Australia and New Zealand (formerly Goldman Sachs JBWere) and Advisory Director of Goldman Sachs. Mr Campbell 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.
Graeme R Liebelt
	B Ec (Hons). Independent Non-Executive Director. Mr Liebelt was appointed to the Board on 13 June 2012. He is a Director of Amcor Limited, the Business Council of Australia, the Melbourne Business School, Carey Baptist Grammar School and the Global Foundation. He is a Fellow of the Australian Academy of Technological Sciences and Engineering and a Fellow of the Australian Institute of Company Directors. He was formerly Managing Director and CEO of Orica Limited.
John Paterson
	BCom (Hons) (Melb) CPA F Fin. Independent Non-Executive Director. Chairman of the Nomination Committee. Member of the Remuneration Committee and Investment 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 AO
	FCA. Independent Non-Executive Director. Member of the Investment Committee, Audit Committee and the Nomination Committee. Mr Ryan is a company Director and Chartered Accountant. He was appointed a Director of the Company in August 2001. He is also Chairman of the Advisory Council of the Global Foundation, a Director of the Centre for Social Impact and a Councillor of The Committee for Melbourne. He was formerly a Director of the Commonwealth Bank of Australia Limited, the Strategic Investment Coordinator and Major Projects Facilitator for the Federal Government, a former Deputy Chairman of the Council of the National Library, a Director of Clayton Utz and of the National Australia Day Council. Mr Ryan spent his career with Arthur Andersen during which he was Managing Partner Melbourne for 15 years and Managing Partner Australia for five years.
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 and Payment Systems Board. She was formerly Chair of Australian Synchrotron Company Ltd, a Director of Australian Securities Exchange Ltd, National Australia Bank Ltd, Orica Ltd, James Hardie Industries N.V. and Melbourne Business School. She is also a former member of the Financial Reporting Council.
Peter J Williams
	Dip.All, MAICD, FAIM. 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 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, Foundation for Young Australians and the E.W. Tipping Foundation. Mr Williams was formerly Managing Director of Equity Trustees Limited and a Director of the Trustee Corporations Association of Australia.