The members of our board come from a variety of business and professional backgrounds. They each bring diverse skills and relevant expertise to the group. Information is set out below about the role, composition and operations of the board. Also read about the Board Committees.
Role of the board
Perpetual’s board is accountable to shareholders, clients and to the wider community for the group’s performance. The Board Charter outlines the board's specific responsibilities and sets out the powers reserved to the board and delegations made to management. The board delegates day to day responsibility for the management and operation of the company to the Managing Director but remains responsible for overseeing the performance of the management team.
The Managing Director may make further delegations within the parameters specified by the board but is accountable for the exercise of delegated powers. The Board Charter is reviewed annually to ensure it accurately reflects the board’s current practice.View the Board Charter.
Composition of the board
The current size of the board is seven directors, of whom six are non-executive directors. View details about our directors and their terms of office.
The board considers that all non-executive directors are independent directors. The Chairman is also an independent director, and the roles of Chairman and Managing Director are separate.
In considering the independence of each director, the board considers, on a director by director basis, whether his or her shareholding in the group, relationships with suppliers, customers and competitors, or tenure as a director of Perpetual would materially affect the director’s ability to exercise unfettered and independent judgment in the interests of Perpetual’s shareholders. Consistent with the emphasis on "substance over form" advocated by the ASX Guidelines, Perpetual takes a qualitative approach to materiality rather than setting strict numerical thresholds, and considers each director's individual circumstances on its merits.
The board has considered the position of individual directors and the relevant elements of the definition of independence adopted by the board. The independence of each director is formally reviewed annually in May and at any time when a change occurs that may affect a director’s independence. Non-executive directors also formally advise the Chairman of any relevant information, and update the Chairman if their circumstances change at any time.The board has established a Nominations Committee responsible for reviewing the size and structure of the board to ensure that the board comprises an appropriate mix of skills and experience. As set out in Perpetual’s policy on the appointment of directors, if a board vacancy arises, the board will appoint the most suitable candidate, having regard to the recommendation of the Nominations Committee. External consultants may be engaged to assist the board to identify qualified candidates. A director appointed to fill a vacancy must stand for election at the next annual general meeting.
As specified by the ASX Listing Rules, directors who have been in office without re-election for three years must retire and seek re-election at the Company's annual general meeting. In order to revitalise the board, directors agree not to seek re-election after three terms of three years unless the board requests them to do so. The nine year principle does not displace shareholders' rights to vote on the appointment and removal of directors, as set out in ASX Listing Rules and the Corporations Act. The board may invite a director to seek re-election beyond nine years for reasons such as board leadership or continuity. View our performance and tenure policy.
New directors receive detailed letters of appointment and participate in an induction program to familiarise them with Perpetual’s business and management team.
Operations of the board
For information on our Operations of the Board, see the current Corporate Responsibility and Sustainability Report.