Procedure for Selection and Appointment of New Directors - Summary
The Board's procedure when selecting and appointing new directors varies depending upon the circumstances of the Company at the particular time. Generally, however, the procedure for the selection and appointment of a new director will be based on the Nomination Committee doing the following:
- assessing the needs of the Board to ensure that there is a range of skills represented, including an understanding of:
- the industry in which BlueScope Steel operates;
- the markets in which BlueScope Steel operates; and
- accounting, finance and legal matters;
- where a need is identified or arises, engaging recruitment advisers to identify individuals with the skills and experience required by the Board;
- developing a short list of potential appointees taking into account, among other things, the particular skills and experience of each individual appointee and their ability to fit with the existing Board; and
- recommending to the Board the most appropriate person from the short list of potential appointees to be invited to become a director of the Company.
Policy for the appointment of directors
The Nomination Committee policy for the appointment of directors, as part of the broader selection and appointment procedure, looks to ensure that the potential appointee best matches the needs of the Board.
Factors considered by the Nomination Committee when recommending a person for appointment as a director include:
- the time commitment required by a director to effectively discharge his or her duties to the Company;
- the number of existing directorships and other commitments that may demand the attention of the appointee;
- the nature of existing positions, directorships or other relationships and the impact that each may have on the appointee's ability to exercise an independent judgment; and
- the extent to which the appointee is likely to work constructively with the existing directors and contribute to the overall effectiveness of the Board.
In accordance with the Company's constitution, all new appointees to the Board must resign at the next annual general meeting after the date of their appointment and offer themselves for election. The Nomination Committee policy on notices of meeting involving the election of directors is that sufficient information should be made available to enable shareholders to make an informed choice about who should be elected a director.
The notice is to set out a range of matters about the person recommended for election as a director, including the matters required by the ASX Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations.