34 Corporate  Governance Delegation to the CEO and the  Executive Team The Board has delegated to the CEO and  the Executive Team responsibility for  implementing AGL’s strategic direction and  for managing AGL’s day-to-day operations.  Specific limits on the authority delegated  to the CEO and the Executive Team are set  out in the Delegated Authorities approved  by the Board. The authorities delegated to  the CEO and the Executive Team cover a  range of matters including sales contracts,  operating expenditure, capital expenditure,  employment contracts, billing adjustments  and debt write-offs, and communications  with media and shareholders. The Executive Team comprises the CEO  and eight senior managers (Executives)  who report directly to the CEO. During the year, Anthony Fowler was  promoted from the position of General  Manager Energy Portfolio Management  to the Executive position of Group General  Manager Merchant Energy to replace  Jeff Dimery who resigned from AGL in  September 2010. Each Executive is employed under a Service  Agreement which sets out the terms on  which the Executive is employed including  details of the Executive’s duties and  responsibilities, rights, and remuneration  entitlements. The Service Agreement also  sets out the circumstances in which the  employment of the Executive may be  terminated by either AGL or the Executive,  including details of the notice periods  required to be given by either party, and  the amounts payable to the Executive as a  consequence of the termination by AGL of  the Executive’s employment. With one exception, all AGL Executives are  employed on an indefinitely continuing  basis. AGL’s Chief Information Officer is  employed under a Service Agreement  which stipulates that his employment with  AGL will cease on 30 June 2013 unless  extended by agreement between him  and AGL. Executive Team performance evaluations  have been conducted for the financial year  ending 30 June 2011. Details of the  evaluation process and the linkages  between the result of performance  evaluations and remuneration are disclosed  in the Remuneration Report commencing  on page 48 of this Annual Report. AGL’s Constitution provides for a minimum  of three Directors and a maximum of ten.  The Board currently comprises seven non– executive Directors and one executive  Director. The executive Director is AGL’s  CEO, Michael Fraser. The Directors of AGL at any time during  the financial year are listed with a brief  description of their qualifications,  experience and special responsibilities on  pages 42 and 43 of this Annual Report. During the financial year, Mark Johnson  retired as a Director, and Belinda  Hutchinson was appointed as a Director. The Board met 15 times during the financial  year. Director’s attendances are set out on  page 44 of this Annual Report. AGL considers a Director to be independent  if the Director is independent of  management and free of any business or  other relationship that could materially  interfere, or be perceived as interfering,  with the exercise of an unfettered and  independent judgement in relation to  matters concerning AGL. In assessing independence, the Board  reviews the relationship that the Director,  and the Director’s associates, have with  AGL. In determining whether a Director is  independent, the Board has considered  whether the Director: The Board regularly assesses the  independence of non–executive Directors  and, during the financial year, has  specifically considered the independence of  all non–executive Directors in accordance  with the above criteria. The Board has  determined that each non–executive  Director is, and was throughout the  entirety of the financial year, independent. During the financial year, there were no  circumstances in which individual Directors  found it necessary to excuse themselves  from consideration by the Board of specific  matters because of the potential for  independence to be compromised. No Director has received or become  entitled to receive a benefit because of a  contract between any company in the AGL  Group and the Director, or a firm in which  the Director is a substantial member, or an  entity in which the Director has a  substantial financial interest, other than: Directors have unfettered access to AGL  records and information reasonably  necessary to fulfil their responsibilities.  Directors also have access to the Company  Secretary on any matter relevant to their  role as a Director. In addition, the Board has  access to other relevant senior  management to seek additional information  concerning AGL’s business. Recommendation 1.2 –  Companies should  disclose the process for evaluating the  performance of the Executive Team Principle 2: Structure the Board to  add value Executive Team Recommendation 2.1 –  The majority of  the Board should be independent Directors > within the last three years, has been a  principal of a material professional  adviser or a material consultant to AGL  or any of AGL’s related bodies corporate; > is a material supplier to, or customer of,  AGL or any of AGL’s related bodies  corporate, or an officer of or otherwise  associated directly or indirectly with a  material supplier or customer; > has a material contractual relationship  with AGL; or > has any interest, or any business or other  relationship which could, or could  reasonably be perceived to, materially  interfere with the Director’s ability to act  in AGL’s best interests. > in the case of non–executive Directors,  remuneration as disclosed in the Annual  Report which includes participation in  the shareholder approved AGL Share  Purchase Plan; and > in the case of the CEO, a contract of  employment and entitlements under  AGL’s Long–Term Incentive Plan. > is a substantial shareholder of AGL or  an officer of, or otherwise associated  directly with, a substantial shareholder  of AGL; > within the last three years, has been  employed in an executive capacity  by AGL or any of its related bodies  corporate;