IOOF  | Annual Report 2012 a member or an ex-officio member of each Board Committee. The  independent Non-Executive Directors are Messrs Venardos, White, Dr Sexton  and Ms Harvey. As at the date of this  report, all Committees had conducted a performance evaluation by way of a self-assessment survey for the period.  The Board’s evaluation will take place in November of this year. their duties; use the power of their position;  not allow personal interests, or those  of associates, to conflict with interests  of the company; exercise independent  judgement and maintain confidentiality.  A copy of this policy is available on the  company’s website. The Board has established a Group  Remuneration and Nominations  Committee. Terms of Reference  have been formalised which include  responsibility for nominating and  recommending Independent Directors  and the CEO. The Committee ensures  that the Managing Director’s and  Senior Management remuneration  arrangements are performance based,  correspond to the prevailing market levels  and are consistent with the principles for  sound compensation practices including  in management succession planning and  the approval of all short term and long  term plans across the IOOF Group. The Committee meets at a minimum four times a year and comprises Dr Sexton  (Chair) and Messrs Griffiths and Venardos. The Board has developed a Code of  Conduct which is designed to ensure a  high standard of corporate and individual  behaviour. Each employee is to read  and accept the Code of Conduct as part  of their induction and provide annual  affirmation thereafter. Directors, executives and all employees are aware of their responsibilities under the terms of their appointment  or contract of employment. The Code  provides that Directors and executives  must act honestly, in good faith and in the best interests of the company; use due care, skill and diligence in fulfilling  In addition, they report on the company’s risk management system  (financial; strategic and operational)  and its effectiveness. The Board has  established an Audit Committee to provide assistance to the Board in accordance with established Terms of Reference. The Board of IOOF receives regular  reports about the financial condition and operational performance of IOOF and its controlled entities. The  Managing Director and Chief Financial  Officer report in writing to the Board that the consolidated financial statements  of IOOF and each of the subsidiaries for each half year and full year present a true and fair view, in all material respects of the Group’s financial condition and are in accordance with  accounting standards. A copy of this policy is available on the company’s website. The Company Secretary is responsible for all communications with the ASX. All disclosure is actioned as soon as advised. The company has a continuous disclosure policy which is available to all employees. The IOOF Continuous  Disclosure Policy is designed to meet best practice, ensuring all interested  parties have an equal opportunity to obtain information which is issued by the Company. The Company Secretary  is responsible for maintaining a register  of information referred to her or the  Managing Director that a Director,  executive or employee has identified as a potential item for disclosure. In addition, Directors have entered into an agreement with the Company  which requires approval before trading in the Company’s securities and on-going  disclosure to the Company of any change  in the Director’s interest in securities  within three business days of the change occurring. Directors, officers and employees are  subject to the Corporations Act 2001 in relation to restrictions applying to the acquisition or disposal of securities  of the Company if they are in possession  of insider information. Directors, officers  and employees are restricted from  trading in the Company’s securities  during certain blackout periods as per the Securities Trading Policy which is available on the internet. The members of the Audit Committee are Ms Harvey (Chair), Messrs Griffiths and Dr Sexton. The Board is committed to keeping  its shareholders and the market fully  informed of major developments that  may have an impact on the Company.  Procedures are in place to identify matters  that are likely to have a material effect on the price of the Company’s securities  and to ensure those matters are notified  to the Australian Securities Exchange  (ASX) in accordance with Listing Rule  disclosure requirements. The Audit Committee meets at least four times per year. The Committee  comprises Non-Executive Directors with  a majority of Independent Directors. The  Chair of the Committee is not the Chairman  of the Board. The principal functions of the  Audit Committee are to review the half and  full year financial report, review accounting  policies, appoint the internal and external  auditors and to ensure the effectiveness of IOOF’s systems of accounting, internal controls and risk management. The Board has adopted a formal policy on the provision of non-audit services. Remuneration and Nominations  Committee Principle 5: Make timely  and balanced disclosure Principle 4: Safeguard  integrity in financial  reporting Principle 3: Promote ethical and responsible  decision making page 15