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42 Independence Group NL

DIRECTORS’ REPORT

Directors' report

30 June 2016

(continued)

Information on directors (continued)

Keith Spence - Independent Non-executive Director

Qualifications

BSc (Geophysics) (Hons)

Tenure

Board member since December 2014.

Special responsibilities Mr Spence is Chair of the Sustainability & Risk Committee and a member of the

Remuneration Committee, Audit Committee and Nomination Committee.

Other directorships

Mr Spence is currently the non-executive Chairman of Geodynamics Limited and Base

Resources Limited and a non-executive director of Oil Search Limited and Murray &

Roberts Holdings Limited. Mr Spence was also previously a director of Clough Limited.

Neil Warburton - Non-executive Director from 12 October 2015

Qualifications

Assoc. MinEng WASM, MAusIMM, FAICD

Tenure

Board member since his appointment on 12 October 2015.

Special responsibilities Mr Warburton is a member of the Remuneration Committee, Audit Committee, Nomination

Committee and Sustainability & Risk Committee.

Other directorships

Mr Warburton is currently a non-executive director of Australian Mines Limited and

Namibian Copper Limited. He was previously a non-executive director of Sirius Resources

NL and Peninsular Energy Limited and non-executive chairman of Red Mountain Mining

Ltd.

Company secretary

Ms Joanne McDonald was appointed to the position of Company Secretary on 5 October 2015. Ms McDonald is a

qualified Chartered Secretary with over 12 years' experience working for listed companies in Australia and the UK. Ms

McDonald was previously Assistant Company Secretary with Paladin Energy Ltd and, during her eight years at Paladin,

she also held the role of Company Secretary of Summit Resources Ltd. Ms McDonald is a Fellow of the Governance

Institute Australia.

Mr Tony Walsh was Company Secretary until his resignation on 9 October 2015. Mr Walsh, who was also employed as

the Company’s General Manager, Corporate, had over 25 years’ experience in dealing with listed companies, ASX,

ASIC and corporate transactions. Mr Walsh was a member of the West Australian State Council of the Governance

Institute Australia and also a Fellow of the Governance Institute Australia and the Institute of Chartered Accountants in

Australia.

Meetings of directors

The numbers of meetings of the Company's board of Directors and of each Board Committee held during the year

ended 30 June 2016, and the numbers of meetings attended by each Director were:

Meetings of committees

Full meetings of

directors

Remuneration

Committee Audit Committee

Nomination

Committee

Sustainability

and Risk

Committee

A B A B A B

A

B

A B

Peter Bilbe

12

12

5

5

6

6

3

3

5

5

Peter Bradford

12

12

**

**

**

**

3

3

5

5

Peter Buck

12

12

5

5

6

6

3

3

5

5

Geoffrey Clifford 12

12

5

5

6

6

3

3

5

5

Keith Spence

12

12

5

5

6

6

3

3

5

5

Neil Warburton

1

8

8

2

2

2

2

1

1

1

1

Mark Bennett

2

5

7

1

1

1

2

-

-

-

1

A = Number of meetings attended

B = Number of meetings held during the time the Director held office or was a member of the committee during the year

** = Not a member of the relevant committee

1. Appointed a Non-executive director on 12 October 2015

Independence Group NL

13