Role of the Board and Board Charters
Responsibility for guiding and monitoring Everest Financial Group (EFG) rests with the Board of EFG (Board). The Board has agreed that their ongoing operations will be guided by the following:
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Developing, approving and monitoring implementation of corporate strategy, financial plans and performance objectives;
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Reviewing and approving annual business plans, and operating and capital budgets;
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Monitoring the performance of Everest as manager;
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Reviewing and ratifying systems of audit and risk management and internal control, codes of conduct and regular compliance;
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Appointing and monitoring performance of external auditors;
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Participating in strategic planning;
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Developing and monitoring adherence to appropriate principles of corporate governance;
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Supervising public disclosure of all matters required to be publicly disclosed; and
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Evaluating the performance of all members of the Board, reviewing and approving the remuneration of directors, and selecting and appointing new directors to the Board.
At least once a year each of the Board members will, with the assistance and advice of the Nomination and Governance Committee, review the performance and effectiveness of the corporate governance policies and procedures and, if appropriate, amend those policies and procedures as necessary.
Composition
The directors of EFG appoint the chairman of the Board.
Board charters are adopted which set out a detailed definition of the term 'independence' as applied to the directors. The current chairman of EFG is Greg Martin.
The Board will meet no less than four times formally per annum and as frequently as may otherwise be required to deal with urgent matters.
Audit and Risk Management Committee
The Board has established the Audit and Risk Management Committee, the role of which is to oversee the integrity of the financial reporting of EFG. The Committee is required to confirm the quality and reliability of the financial information prepared on behalf of the Board working with the external auditor. The Committee further provides advice to the Board and reports on the status of the business risk to EFG via its risk management processes, aimed at ensuring risks are identified, assessed and properly managed. The Committee consists of at least two directors of EFG, a majority of whom must be independent non-executive directors. Marea Laszok chairs this Committee.
Nomination and Governance Committee
The Board has also established the Nomination and Governance Committee. This Committee is responsible for advising the Board on its composition and the composition of its committees, reviewing the performance of the Board, their committees, and individual directors, and advising the Board on appropriate corporate governance standards and policies. In making recommendations to the Board regarding the appointment of directors, the Committee will periodically assess the appropriate mix of skills, experience and expertise required on the Board and assess the extent to which the required skills and experience are represented on the Board. The Committee may obtain information from, and consult with, management and external advisors, if considered appropriate. This Committee consists of at least three directors of EFG. Greg Martin chairs this Committee.
Independent Advice
In accordance with certain conditions in the Board charter, directors are entitled to seek independent professional advice, including legal, accounting and financial advice, at the relevant entity’s expense on any matter connected with the discharge of his or her responsibilities.
Independent Director Remuneration
Independent directors are paid an annual fee for their service on the Board and all committees of the Board with the maximum aggregate sum for such directors being approved from time to time by shareholders. The current maximum agreement sum of fees for the Board of EFG is $700,000 pa. Executive directors have opted not to receive a fee in respect of their service on the Board and committees of the Board.
Shareholder Communication
The Board aims to keep shareholders informed of all major developments affecting EFG’s activities through distribution of the annual report and through announcements to the Australian Securities Exchange and releases to the media. All such announcements are placed on this website under Investor Information.
The Board has adopted a policy in relation to the continuous disclosure obligation of EFG under the ASX Listing Rules.
Code of Conduct
EFG has established a code of conduct that provides a guide to the directors, employees and advisors as to:
Share Trading Policy
The acquisition and disposal of shares in EFG is only permitted in designated trading windows. These trading windows will generally be opened following the release of EFG’s full year or half year results. Trading is prohibited, despite a window being open, if the relevant person is in possession of non-public price sensitive information regarding EFG. The Board may authorise the closing of trade windows at other times.
All EFG directors, employees and advisors are required to conduct their personal investment activity in a manner that is lawful and avoids conflicts of interest between the employee's or advisor's personal interests and those of EFG. EFG stresses the importance of promoting shareholder and general market confidence in EFG. | 
EFG Board of Directors
