Corporate Governance

Policy and Procedures for selection and appointment of Directors

1. The Nomination and Corporate Governance Committee (“Committee”) will regularly review the size and composition of the Board. In doing so it will have regard to:
   
   • the number of current Directors, their skills and experience and length of both their past and prospective service on the Board;
   • the current and prospective areas of business activity of the Toll Group;
     
   • perceived current or prospective inadequacies in the range of Director skills and experience on the Board and its Committees having regard to the scope of Toll Group businesses.
   
   
   
2. Following such review the Committee will determine whether there is a need for Board membership to be augmented, the nature of the skills and experience required in any potential Board candidate(s) and, if appropriate, make a recommendation to the Board regarding additional appointments.
   
   
3. Once the need for the appointment of one or more additional Directors and the general skills and experience profile requirements have been approved by the Board, Board members may submit names of possible candidates to the Committee. In addition, the Board or Committee may engage the services of one or more recruitment agencies to identify appropriate candidates.
   
   
4. The Committee will then review the list of those who have been nominated for consideration, and from this prepare a short list of candidates for further consideration.
   
   
5. The Committee will then appoint one or more Directors to contact the short listed candidates in an agreed sequence to determine availability and confirm the suitability or otherwise of the candidate(s) for Board appointment.
   
   
6. The nominated Directors will then report back to the Committee on these discussions. The Committee may make any other enquiries regarding the short listed candidates, as it deems appropriate.
   
   
7. Once all relevant information has been obtained the Committee will make an appropriate recommendation to the Board. This may be a recommendation to:
   
   • make one or more appointments, or
   • make no appointment at this time, or
   • conduct a fresh search on similar or revised criteria.
   
   
   
8. Where the Board agrees to invite one or more candidates to join the Board, the Board will authorise one of its number or the Secretary to formally invite the candidate(s) to join the Board. This invitation will follow the procedures in the company’s induction program for new Directors.

Top