Composition of the Board

1.1 Composition and Membership

The Board consists of 10 directors of which 9 are independent. The Group’s Managing Director and Chief Executive Officer, Stephen McCann, is the only executive on the Board. Membership of the Board as at 1 September 2013 comprises:

  • David Crawford, AO – Chairman and Independent Non‑Executive Director
  • Stephen McCann – Group Chief Executive Officer (CEO) and Managing Director
  • Colin Carter, AM – Independent Non-Executive Director
  • Phillip Colebatch – Independent Non-Executive Director
  • Gordon Edington, CBE – Independent Non-Executive Director
  • Peter Goldmark – Independent Non-Executive Director
  • Jane Hemstritch – Independent Non-Executive Director 
  • David Ryan, AO – Independent Non-Executive Director
  • Michael Ullmer – Independent Non-Executive Director
  • Nicola Wakefield Evans – Independent Non-Executive Director (appointed with effect from 1 September 2013)

Profiles of the Directors including their skills, experience and expertise relevant to their position as well as the period they have held office as a director can be found in the Directors’ Report on page 67 of this Annual Report. As Nicola Wakefield Evans was appointed following the release of the Directors’ Report, her profile will be included in the 2013 Notice of Meeting and the Securityholder Review. 

The Directors have a range of local and international experience and expertise, as well as specialised skills to assist with decision making and leading the Group for the benefit of securityholders. 

1.2 Independent Directors

The Board’s Policy on the Independence of Directors sets out the criteria and guidelines for assessing the independence of Directors and assists the Board in determining whether a Director is to be regarded as independent. 

The predominant test used by the Board is whether the Director is independent of management and free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. This general test of independence is supplemented by specific criteria and thresholds which encompass the definition of independence set out in the ASX Recommendations. 

The Board evaluates the materiality of any interests or relationships that could be perceived to compromise independence on a case-by‑case basis having regard to the circumstances of each Director. Where the Board is satisfied in the circumstances that the Director meets the general test of independence the Board may, in its absolute discretion, determine that a Director is independent even though not all of the criteria under the Policy are satisfied. Appropriate disclosures will be made to the market where the Board considers that an independent Director has ceased to be independent.

The Board assesses the independence of each Director each year and at any time on disclosure by a Director of any new interests or relationships. 

The Board considers that all the Non-Executive Directors are independent and have remained so throughout the year. Executive Director, Stephen McCann Group CEO and Managing Director is not considered to be an independent Director due to his integral involvement in the day-to-day management of the Group’s businesses.

1.3 Chairman of the Board

The Chairman of the Board is elected by the Directors and serves as the primary link between the Board and management. The Board Charter prohibits the current or any former CEO of the Group from becoming Chairman and the roles of Chairman and Managing Director are separate. 

It is the Chairman’s responsibility to provide leadership to the Board and ensure that the Board works effectively and discharges its responsibilities. The Chairman is responsible for ensuring that each Director participates fully in Board activities. He works with the Company Secretary to set and guide the Board agenda and ensure that Board meetings are held regularly throughout the year. 

David Crawford has been Chairman of the Board since May 2003. 

1.4 Retirement and Re-election of Directors

Under the Constitution of LLC, at each Annual General Meeting one‑third of the Directors and any other Director who will have been in office for three or more Annual General Meetings since he or she was last elected (excluding the Managing Director) must retire from office and may submit themselves for re-election. Prior to standing, each director undergoes a performance evaluation which is considered by the Board in making a recommendation in respect to re-election.

1.5 Selection and Appointment of New Directors

The Nomination Committee is responsible for the recommendation to the Board in respect to the appointment of new Directors. The aim is to have a Board comprised of Directors with an appropriate mix and balance of skills, expertise, experience, diversity and independence. Board succession is constantly under review. 

The process of selecting a new Director involves reviewing the experience of current Directors, identifying any gaps in the board skill-sets and commissioning an international recruitment firm to identify and present appropriate candidates following a comprehensive briefing as to the Board’s requirements. The Board has regard to a number of factors when reviewing candidates including technical skills and expertise, experience across relevant industries and geographic locations and diversity of background. The candidates undergo a thorough process which involves formal interviews with each of the Directors of the Board as well as comprehensive background checks. 

New Directors must stand for election at the AGM immediately following their appointment. 

During the year there were changes in the composition of the Board. Julie Hill retired in November 2012 and Nicola Wakefield Evans was appointed to the Board. Nicola is standing for election at the 2013 AGM and the Board unanimously endorses her election.

1.6 Induction and briefing programs

New Directors are provided with a letter of appointment which sets out their rights, duties and responsibilities as a Director of Lend Lease. They also receive a comprehensive information pack and attend briefings with management to enable them to gain an understanding of the Group’s businesses, strategy, key issues and operations. Visits to Lend Lease sites are part of the induction program.

All Directors have access to Group information, senior management and employees as required to enable them to fulfil their responsibilities. Management briefings are given at Board meetings and Directors are regularly briefed on key business and industry developments and matters material to their role. Presentations by external speakers are organised as part of the Board program to give Directors an overview and understanding of macro-issues affecting the Group. Directors are also encouraged to attend externally administered training seminars and programs.

1.7 Directors’ Remuneration

Details of the Group’s Remuneration Policy and the remuneration of Directors is contained in the Remuneration Report at page 102. The structure of Non-Executive Director remuneration is clearly distinguished from that of other senior executives. The principle distinction is that performance-based components do not form part of Non-Executive Directors’ remuneration in order to ensure their independence. 

Retirement Benefits Plan

In recognition of feedback from securityholders the Directors resolved in 2010 to discontinue further awards of retirement securities. Any accrued securities have been preserved and will be paid to the Director on retirement. Non-Executive Directors appointed since January 2010 are not entitled to receive any retirement benefits, other than superannuation. 

Further details of the retirement plan for Non-Executive Directors are provided in the Directors’ Report.