AGL Energy Limited Annual Report 2011 35 Under AGL’s Board Charter, the Board  collectively, and each Director individually,  has the right to seek independent  professional advice at AGL’s expense to  help them carry out their responsibilities.  During the financial year, neither the Board  collectively nor any individual Director  availed themselves of this right. It is usual for the non–executive Directors  to confer, without management being  present, at the start of each scheduled  Board meeting. Under AGL’s Constitution, the Board elects  a Chairman from amongst the non– executive Directors. It is a requirement of  AGL’s Board Charter that the Chairman be  independent. During the year, the Board elected Jerry  Maycock as Chairman to replace Mark  Johnson who retired as a Director at the  2010 Annual General Meeting. The Board  is satisfied that Mr Maycock is, and has  been throughout the year, an  independent Director. The requirement in AGL’s Constitution that  the Chairman be appointed from among  the non–executive Directors means that  the roles of Chairman and CEO are not  exercised by the same individual. The Chairman presides over AGL’s Board  meetings and shareholder meetings. Under  AGL’s Board Charter, the Chairman is also  responsible for: During the year the Board established a  Nominations Committee to operate with  effect from 1 January 2011. The  Committee comprises all AGL’s non– executive Directors. The Committee has  adopted a formal Charter that is required  to be reviewed at least every two years. A  copy of the Charter is available on AGL’s  website. The Committee is responsible for: The Committee met once during the year.  Details of Directors’ attendances are set  out on page 44 of this Annual Report. The Board regularly reviews its own  performance. The most recent review,  which was completed during the year,  involved each Director and several  Executives completing a questionnaire  covering: The review was facilitated by an  independent adviser with relevant  expertise. The results of the review were discussed at  a subsequent Board meeting. The Chairman  also met separately with each Director to  discuss individual responses to the  questionnaire. The review has led to some  changes to increase the time allocated at  Board meetings to the discussion of  strategic issues. It also led to the formation  of the Nominations Committee. Recommendation 2.2 –  The Chair should  be an independent Director Recommendation 2.3 –  The roles of Chair  and Chief Executive Offi cer should not be  exercised by the same individual Recommendation 2.4 –  The Board should  establish a nomination committee Recommendation 2.5 –  Companies should  disclose the process for evaluating the  performance of the Board, its committees  and individual Directors Evaluation of Board > leading the Board in reviewing and  discussing Board matters; > managing the efficient organisation and  conduct of the Board’s function; > briefing all Directors in relation to issues  arising at Board meetings; > facilitating effective contribution by all  Directors and monitoring Board  performance; > overseeing that membership of the  Board is skilled and appropriate for  AGL’s needs; > promoting constructive relations  between Board members and between  the Board and management; > reviewing corporate governance matters  with the Company Secretary and  reporting on those matters to the Board;  and > overseeing the implementation of  policies and systems for Board  performance review and renewal. > reviewing the skills, knowledge and  experience a Director should have,  having regard to AGL’s operational,  financial and strategic objectives; > reviewing the structure, size and  composition of the Board and Board  Committees; > developing and implementing a process  for evaluating Board, Committee and  individual Director performance; > developing selection criteria for the  appointment of new Directors and  overseeing arrangements for the  effective appointment and induction of  new Directors; > developing succession plans for non– executive Directors to maintain an  appropriate mix of skills, experience,  expertise and diversity on the Board; and > reviewing and approving any continuing  education for Directors. > the role of the Board; > the composition of the Board; > the operation of the Board; > group behaviours and protocols; and >Board performance.