Director Appointment Process

Composition of the Board

The constitution of IMB specifies that the number of directors shall be between five and ten and that a Director’s term of office is normally three years. The Board’s current view is that for an organisation of the size and character of IMB, a maximum of seven directors with a spread of skills, experience and expertise relevant to the business is the appropriate number to enable the Board to effectively discharge its duties.

The IMB Board comprises all independent non-executive directors. In determining whether a director is independent, the Board has had regard for APRA’s Corporate Governance Standard and the definition of independence set out in the ASX Corporate Governance Council’s Principles of Good Corporate Governance.

All Directors of IMB must be assessed as a Fit & Proper Person in accordance with Australian Prudential Standard CPS 520 prior to appointment.

Appointment of Directors

IMB aims to achieve a balance of experience, knowledge and skills amongst its Directors.

The IMB Board People & Culture Committee has responsibility for identifying potential Director candidates and making recommendations for appointments of new Directors to the Board, having regard to:

• actual or impending retirements of Directors;
• the size and composition of the Board and Committees required to effectively discharge the Board’s duties;
• the skill base and experience of existing Directors compared with that required by the future strategy of IMB.

The Board People & Culture Committee may engage external consultants from time to in order to access a wide base of potential Directors, particularly where specialist skills are sought.

The Chair of the Board People & Culture Committee may also receive nominations from persons who are seeking a position on the IMB Board.

The Board People & Culture Committee assesses all potential candidates against a Board approved selection criteria including integrity, fitness and propriety, skills, qualifications, experience, personal qualities and community standing. The Committee also considers whether a candidate’s skills and experience will complement the existing Board and whether the candidate has sufficient time available to commit themselves to their responsibilities as an IMB Director.

If found suitable, and where there is a need for any new appointments, candidates are recommended to the Board People & Culture Committee. Otherwise, the Chairman of the Committee maintains the names of suitable candidates for succession planning purposes.

The Board selection criteria is reviewed by the Board People & Culture Committee on a regular basis.

In accordance with Article 13.20 of IMB’s constitution, if the Board appoints a new Director during the year, that person will stand for election by Members at the next Annual General Meeting (AGM). Members are provided with relevant background information on the candidates for election. Directors offering themselves for re-election are also invited to give a short presentation to the AGM in support of their re-election.

The profiles of each current IMB Director are contained in IMB’s Annual Report, a copy of which can be obtained from IMB’s website at www.imb.com.au under About IMB/Financial Reports.

Renewal Policy

The Board approved policy on the term of directors is that the maximum tenure of Directors is generally three terms of 3 years from date of first election at an AGM by Members, however the Board maintains some discretion in this regard in order to ensure the Board is always comprised of Directors with an appropriate mix of skills, knowledge and experience.

All Board members undergo an annual performance evaluation. In making recommendations to Members to re-elect a director, the results of any such performance evaluation is considered by the Board.

Expressions of Interest

A person who wishes to notify the Board of their interest in holding a position on the Board of IMB can do so by forwarding a detailed Curriculum Vitae to IMB’s Company Secretary who will provide this information to the Chair of the Board People & Culture Committee:

Attn: Company Secretary
IMB Ltd
P.O. Box 2077
Wollongong NSW 2500

or

cosec@imb.com.au

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