The Board believes that its membership should comprise directors with an appropriate mix and diversity of skills, professional experience, tenure and personal background that allow the Directors individually, and the Board collectively, to:
- discharge their responsibilities and duties under the law effectively and efficiently;
- understand the business of Rest and the environment in which Rest operates so as to be able to settle with Rest Management the objectives, goals and strategic direction which will maximise benefits to members of the Fund; and
- assess the performance of Rest Management in meeting those objectives and goals.
Accordingly, in selecting potential new directors, the Board identifies the competencies and diversity required to enable the Board to fulfil its responsibilities. In so doing, the Board will have regard to the results of the annual assessment of the Board’s performance (see also Rest’s Fit and Proper Policy), the need for ongoing succession planning and the continuing relevance of the existing skills, knowledge and experience of Directors individually and the Board collectively.
The Board has identified the following factors (“Selection Factors”) as relevant to the selection, appointment, re-appointment and removal of directors:
- superior capability with extensive, relevant and senior commercial, industrial and/or professional experience;
- cultural fit with existing Board members and empathy to Rest’s culture and values;
- provides a mix of skills, knowledge, experience and diversity:
- so that the Board collectively has the skills, knowledge, experience and diversity needed for the effective and prudent operation of the Trustee Company’s business operations and to understand and manage the risks of the Trustee Company’s business operations;
- to allow him/her to make an effective contribution to the Board’s deliberations and processes, including challenging and contributing to the future strategy of Rest;
- can vigorously debate and challenge Rest Management in a constructive manner;
- high level of personal integrity;
- has the ability to work in a collegial manner;
- independent state of mind;
- able to manage conflicts as identified by the Trustee Company (see also Rest’s Conflicts Management Policy);
- is able to commit the time required to make an effective contribution as a Director; and
- satisfies the criteria and submits to the processes set down in Rest’s Fit and Proper Policy.
Term of appointment
The length of term for which a Director is appointed to the Board will be up to 4 years, renewable in accordance with paragraph 5.3.6 of the Board Governance Policy.
Maximum tenure of Directors
The maximum tenure for which a Director can be appointed to the Board will be 12 years (ordinarily 3 terms of 4 years), provided however that the 12 year maximum may be exceeded where exceptional circumstances apply. The Board will assess in its sole discretion whether exceptional circumstances apply on a case by case basis. The 12 year maximum does not have to be continuous and does not include any period served as an Alternate Director.