The Board

Contents:: The Board; Corporate Governance; Senior Executives; FAQs

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

Mark Freeman, as Managing Director of the Company is an Executive Director.

The Non-Executive Directors, namely J Paterson (Chairman), GR Liebelt, DA Peever, CM Walter and PJ Williams, are considered to be independent. Due to his previous role as Managing Director of the Company RE Barker is not considered to be independent.

Board Profiles

John Paterson

BCom (Hons) (Melb), CPA, F Fin. Chairman and Independent Non-Executive Director. Chairman of the Investment and Nomination Committees. Member of the Remuneration and Audit Committees. Director of the Company's subsidiary, Australian Investment Company Services Limited (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 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.

Mark Freeman

Managing Director
BE, MBA, Grad Dip App Fin (Sec Inst), AMP (INSEAD). Member of the Investment Committee. Managing Director of the Company's subsidiary, Australian Investment Company Services Limited (AICS)

Mr Freeman became Chief Executive Officer & Managing Director in January 2018 having been Chief Investment Officer since joining the Company in February 2007. Prior to this he was a Partner with Goldman Sachs JBWere where he spent 12 years advising the Investment Companies on their investment and dealing activities. He has a deep knowledge and experience of investments markets and the Company’s approaches, policies and processes. He is also Managing Director of Djerriwarrh Investments Limited, AMCIL Limited and Mirrabooka Investments Limited.

Ross E Barker

BSc (Hons) (Melb), MBA (Melb), F Fin. Non-Executive Director. Member of the Investment Committee.

Mr Barker transitioned to a Non-Executive Director in January 2018 having been appointed Chief Executive Officer of the Company in February 2001 and Managing Director in October 2001 and prior to that an Alternate Director of the Company since April 1987. He is also Chairman of Melbourne Business School Ltd. He is a Non-Executive Director of AMCIL Limited and Mirrabooka Investments Limited.

Graeme R Liebelt

B Ec (Hons), FAICD FTSE. Independent Non-Executive Director. Chairman of the Remuneration Committee.

Mr Liebelt was appointed to the Board in June 2012. He is Chairman of Amcor Limited and DuluxGroup Limited, a Director of Australia and New Zealand Banking Group Limited, and a Director of Carey Baptist Grammar School. 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, Chairman and Director of the Global Foundation and Deputy Chairman of Melbourne Business School

David A Peever

BEc MSC (Mineral Economics). Independent Non-Executive Director. Member of the Audit Committee.

Mr Peever was appointed to the Board in November 2013. He was Managing Director of Rio Tinto Australia from 2009 to 2014. He is Chairman of Brisbane Airport Group Pty Ltd. Mr Peever is a member of the Foreign Investment Review Board. He chaired the Minister of Defence’s First Principles Review of Defence and following the acceptance of the review by Government now chairs the Oversight Board which helps guide implementation of the Review’s recommendations. David is also a Non-Executive Director of Naval Group Australia and Stars Foundation, a not for profit body which promotes education of Indigenous girls.

Catherine M Walter AM

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

Mrs Walter is a solicitor and company Director. She was appointed to the Board in August 2002. Mrs Walter is Chairman of Melbourne Genomics Health Alliance and the Financial Adviser Standards & Ethics Authority (FASEA). Mrs Walter is a Director of the RBA's Payments System Board and a Trustee of the Helen Macpherson Smith Trust. She was formerly Chair of Federation Square Pty Ltd and Australian Synchrotron Company Ltd and a Director of ASX, National Australia Bank Ltd, Orica Ltd and Melbourne Business School.

Peter J Williams

Dip.All, MAICD, FAIM. Independent Non-Executive Director. Chairman of the Audit Committee. Member of the Investment Committee and Nomination Committee. Chairman of the Company's subsidiary, Australian Investment Company Services Limited (AICS).

Mr Williams was appointed to the Board in February 2010. He is Chairman of Fiig Securities Limited - MIPS Advisory Committee. He is a Director of the NAB Trustees Services Limited (NAB Subsidiary), Cricket Victoria Ltd, Foundation for Young Australians Ltd, House with No Steps and an Advisory Board Member of TLC Aged Care Limited. Mr Williams was formerly Chairman of Olympic Park Sports Medical Centre Pty Ltd, Managing Director of Equity Trustees Limited, a Director of the Trustee Corporations Association of Australia, a Director of the Australian Baseball Federation Inc and a General Manager with AXA/National Mutual in Australia and Hong Kong.