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We are committed to running CD ethically and in line with the appropriate standards of corporate governance.

Annual General Meeting (AGM)

We are pleased to announce that the resolution put to the Annual General Meeting on Tuesday, 20 November 2018 at 2pm was passed.

The resolution was that, for the purposes of section 327B(1)(b) of the Corporations Act 2001 (Cth) and all other purposes, Ernst & Young be appointed as the auditor of The Royal Automobile Club of Queensland Limited effective from the conclusion of the AGM and that the Directors are authorised to agree to Ernst & Young’s fees from time to time.

Statistics in respect of the above resolution are available here [PDF 43KB]

2018 Corporate Governance Statement

The CD Corporate Governance Statement [PDF 153 KB] is current at 30 June 2018 and has been approved by the CD board.

The board of directors

The role of the board is to oversee and guide the management of CD with the aim of protecting and enhancing long-term member value. The board is responsible for ensuring effective governance practices and the overall performance and conduct of CD. A number of committees exist to assist this function.

Committees

  • Group Audit Committee – assists the board fulfilling its objectives and oversight for financial and statutory reporting, external and internal audit, and the effectiveness of the Group’s financial reporting framework.
  • Group Remuneration and Nomination Committee – provides advice in relation to remuneration and nomination policies and practices that accord with CD’s values and the relevant compliance obligations.
  • Group Capital and Investments Committee – assists in the governance and stewardship of CD Group capital and investments.
  • Risk and Compliance Committee – assists in fulfilling the board’s risk management and compliance responsibilities.

Codes of conduct

Employees at all levels are required to conduct themselves with the highest ethical standards of corporate behaviour. Our directors code of conduct requires directors to behave ethically, act within the law, avoid conflicts of interest and act honestly in all business activities. Our employee code of conduct sets out the principles and standards for all employees.

Constitution and bylaws

CD’s members have rights which are set out in CD’s Constitution (300KB PDF) and By-Laws (4KB PDF).

Remuneration, performance and assessment

Under the CD Constitution (300KB PDF), eligible members determine the aggregate remuneration payable to directors. The board then determines its individual allocation. Senior management remuneration is determined by market information provided by an independent expert.

We have a formal performance management system for all members of the senior management team. Management discuss their performance with the Group CEO every six months, and the board assesses the performance of the Group CEO.

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