BOARD CHARTER
Introduction
1. The Board Charter for travel.com.au Limited ("TVL") sets out the functions and responsibilities of the Board, and of management, to establish accountability for the company's performance and strategic direction.
2. The Board must carry out its responsibilities in a manner that is consistent with travel.com.au's vision, values, strategy and operational objectives, the business environment and the company's financial position.
Role and Responsibilities
3. The business of TVL is managed under the direction of the Board. The key responsibilities of the Board include:
Overall Direction, Objectives and Goals, Reviewing & Approving Strategy
3.1 Setting the overall direction, financial objectives and operational goals for TVL;
3.2 Reviewing and approving TVL's budget and business plan on an annual basis;
3.3 Reviewing and approving TVL's strategies, as formulated by management with guidance from the Board, to implement the objectives and goals set by the Board;
3.4 Monitoring the performance of TVL against the financial objectives and operational goals set by the Board and reviewing the implementation of Board approved strategies;
Corporate Governance and Ethical Standards
3.5 Ensuring that appropriate standards of corporate governance and ethics are in place across TVL;
Financial Matters
3.6 approving TVL's half year and full year reports to shareholders and the ASX;
3.7 Approving the capital structure and funding requirements for TVL;
Risk Management Systems, Internal Controls and Processes, External Audit
3.8 Overseeing the delegations of authority for management in relation to the day to day operations of TVL;
3.9 Ensuring that risk management systems, internal controls, reporting systems and compliance processes are in place and operating efficiently and effectively;
3.10 Approving risk management policies in relation to hedging, interest rate management, foreign exchange risk management and credit risk management;
3.11 Ensuring adequate and suitably independent external audit arrangements are in place;
Human Resource Matters
3.13 Approving the terms of employment (including remuneration) of the Managing Director and/or Chief Executive Officer;
3.14 Approving the terms of cessation of employment of the Managing Director and/or Chief Executive Officer;
3.15 Ensuring that recruitment, retention, termination, remuneration, performance assessment and succession policies and processes are in place for staff;
3.16 Ensuring that appointment, induction and continuing education, remuneration, performance assessment and success policies and processes are in place for directors of TVL;
Transactions with Related Parties
3.17 Reviewing the terms of proposed transactions with related parties.
Board Policies
4. The board should review TVL's, policies on an annual basis to ensure that the policies and codes are consistent with:
4.1 the Board's role and responsibilities;
4.2 TVL's vision, values and strategy;
4.3 the Corporations Act, the ASX Listing Rules an the ASX Corporate Governance Council's Principles of Good Corporate governance; and
4.4 Other matters deemed relevant.
Board and Directors
Board Composition
6. the board should review the composition of the Board on an annual basis and determine the optimum number of directors, subject to the limits imposed by the Constitution.
7. In determining the number of directors and composition of the Board, the board should be structured to allow the Board:
7.1 to have a proper understanding of, and competence to deal with, current and emerging issues for TVL's business; and
7.2 to effectively review and challenge the performance of management and exercise independent judgment.
8. The Board should have an appropriate balance of independent, non-executive and executive directors for the board to discharge its functions and responsibilities.
Skills and Competencies of Directors and the Board
9. The Board should bring a variety of perspectives and skills to matters before the Board and, in particular:
9.1 non-executive directors should have a working familiarity with basic finance and accounting practices;
9.2 at least one non-executive director should have accounting or related financial management expertise; and
9.3 at least one non-executive director should have an understanding of the industry in which TVL operates.
10. All new directors should receive a letter confirming the terms of appointment. The letters should include details of the director's duties to TVL, the statutory contract between the director and TVL, and the Board's expectations of the time of commitment of the director.
Board Performance
11. The Board should every year evaluate its own performance. The Board may wish to engage external consultants to facilitate Board and directors reviews.
Appointment and Retirement of Directors
12. The Board should apply formal and transparent procedures for the selection of new non-executive directors to fill casual vacancies on the Board or as additions to the Board. In accordance with the Constitution, all non-executive directors appointed by the Board will be subject to election at the next Annual General Meeting after the appointment.
13. Subject to the Listing Rules and the TVL Constitution, at each annual general meeting one-third of the directors (excluding the Managing Director and directors appointed since the previous annual general meeting to fill a casual vacancy or as an addition to the existing directors) must retire from office. If the number of the directors eligible for retirement is not a multiple of three, the number nearest to but not more that one-third of the directors must retire from office. A retiring director remains in office until the end of the annual general meeting and is eligible for re-election at the meeting.
Director Independence
14. The Board should make an assessment of the independence of each director annually and also review its assessment of independence when a disclosure of a new interest or conflict is made.
15. Directors may obtain independent professional legal advice at TVL's expense, subject to making a request to, and obtaining the prior authorisation of, the Board Chair. Where the Board Chair wishes to obtain independent professional advice, the Board Chair is required to make a request to, and obtain the prior authorisation of, the Audit Committee Chair.
16. Directors have access to senior management and to any information of TVL.
Commitment of Directors
17. Directors should devote the necessary time and attention to assist the board in carrying out its responsibilities. 18. Each director will be required to confirm annually to the board and at the next Board meeting after they have been appointed as a director to another listed company, that the director is able to devote sufficient time and attention to the Board for the coming year.
Remuneration of Non-Executive Directors
19. The Board should on an annual basis, review the remuneration of non-executive directors (in relation to the amount and nature of Board and Committee remuneration) and approve new fee rates, where appropriate, subject to the Board remuneration pool approved by shareholders.
Board Meetings
Number of Meetings
20. The board should formally meet on at least eight occasions during the year. Additional Board meetings may be convened as special meetings during the year when required.
Meetings in the Absence of Management
21. The non-executive directors of the Board should meet on a regular basis, as determined by the non-executive directors but at least four times a year, to raise issues in an open forum. TVL management must not be present during these discussions.
Proceedings of Meetings
22. A quorum for a Board meeting is three directors.
23. The Board Chair or any two directors may at any time, and the Company Secretary must on the request of the Board Chair or any two directors, call a Board meeting.
24. The Board must ensure that minutes of Board meetings are taken and its deliberations and decisions are recorded in the minutes. After approval by the board, the minutes should be signed by the Board Chair of the meeting or the next meeting as a true and correct record.
25. Questions arising at a meeting of directors are decided by a majority of votes of directors present and voting and, subject to the Corporations Act, each director has one vote. The Board Chair has a casting vote.
26. If a director or a person attending a meeting has a material personal interest in a matter before the Board, the director or person must not be present at the meeting during the Board's discussion of this matter (except as provided for in the Corporations Act).
Company Secretary
27. The Company Secretary of TVL will serve as the Company Secretary of the Board.
Board Committees
28. The Board should review the responsibilities and terms of reference of the Board's standing committees, the Audit Committee and the Nominations Committee. As part of this process, the board should review Committee functions on an annual basis and approve changes thereto, as appropriate.
29. The Board should, on an annual basis, review the composition of the Audit Committee and the Nominations Committee to confirm the members of the committees.
30. The Board may, as necessary from time to time, establish other Board committees to give consideration to specific matters delegated or referred by the Board.
Board Chair
31. The appointment of the Board Chair is a matter for the Board, subject to the condition that the Board Chair must be a non-executive and preferably independent director.
32. The Board Chair is responsible for leading the board in its review and discussion of board matters, ensuring that Board activities are efficiently carried out, and that directors are sufficiently briefed for all Board meetings.
Management's Reporting to the Board
33. The Board should, on an annual basis, review the quality and timeliness of management reporting to the Board to ensure that appropriate information is being provided to the Board.
Review of Charter
34. The Board must review its Charter on an annual basis.
Publication
35. The Board Charter will be posted on TVL website (www.travel.com.au) and otherwise made available to directors, shareholders, travel.com.au management and other stakeholders on request.
24-5-05
