CORPORATE GOVERNANCE STATEMENT  (CONTINUED) BOARD OF DIRECTORS – COMPOSITION  AND MEMBERSHIP  (continued) NOMINATION COMMITTEE AUDIT & RISK COMMITTEE REMUNERATION COMMITTEE All Directors have direct access to the Company Secretaries who are  accountable to the Board and are appointed and removed by the Board. All  Directors are entitled to seek independent professional advice at the  Company’s expense, subject to the prior approval of one of the Co-Chairs,  such approval not to be unreasonably withheld. provided with the opportunity, at their request, to meet the Board of  Directors without management being present. The Chair or Co-Chairs of the Company are determined by the Board of  Directors, recognising the Company’s ownership structure. This is at  variance to ASX Recommendations. The Board is of the opinion that the  executive roles of the incumbent Co-Chairs in the day to day operations of  the Company add significant value to the Company due to their considerable  skills and experience in the Company’s businesses. In accordance with good practice, as the Co-Chairs of the Board are not  Independent Directors, the Board of Directors considers it to be useful  and appropriate to designate an Independent Non-executive Director to  serve in a lead capacity to co-ordinate the activities of the other Non- executive Directors. Dr. P.D. Jonson held this role from 26 November 2008  to 30 June 2014 and from 1 July 2014 Mr. D.J. Evans was appointed Lead  Independent Director. In accordance with its Charter, all 3 members of the Audit & Risk  Committee are Independent Directors with appropriate skills, expertise  and experience. The Chair of the Committee is an Independent Director who  is not one of the Co-Chairs of the Board. The Audit & Risk Committee  reports directly to the Board. The role and responsibilities of the Audit & Risk Committee include: – Reviewing all external reporting (published financial statements  including interim statements and year-end audited statements,  preliminary announcement of results prior to publication) with  management and the external auditors prior to their approval by the  Board, focusing in particular on: – Significant changes in accounting policies and practices; – Major judgmental areas and significant audit adjustments; – Adequacy and reliability of financial information provided to  shareholders; and – Compliance with statutory and ASX reporting requirements; – Discussing any matters arising from the audit with the external auditor; – Reviewing the selection, performance, independence and competence of  the external auditor – Ernst & Young was appointed on 12 April 1989 and  since 2003 the audit partner is rotated every 5 years; – Approving the Internal Audit plan annually and assessing the  performance of the internal audit function; – Receiving reports from the Management, Risk and Compliance  Committee and assessing the adequacy and effectiveness of the  Company’s internal controls and risk management and compliance  framework including the appropriate insurance principles for the  Company’s businesses; and – Discussing the scope and effectiveness of the audit with the external  auditor. During the financial year the Audit & Risk Committee comprised the  following members with their respective appointment dates: The qualifications and experience of the members of the Committee are set  out in the Directors’ Report, as are the Directors’ attendance at Committee  meetings during the year. The Audit & Risk Committee meets at least three times per year and, in  addition to verbal reports by the Committee Chair to the Board, the minutes  of the Committee are provided to all Directors of the Company. The Co-Chief Executive Officers and the Finance Director, as Chief Financial  Officer, provide written representations to the Board under section 295A of  the  Corporations Act 2001  that, in their opinion, the Company’s financial  reports for a period present a true and fair view of the Company’s financial  condition and the operational results and are in accordance with relevant  accounting standards and that the financial records of the Company have  been properly maintained and that their opinion has been formed on the  basis of a sound system of risk management and internal controls which is  operating effectively in all material respects. The Committee invites the audit partner to its meetings and senior  Company executives as required. In addition the Committee meets with the  external auditor without management being present and the auditor is  30 VILLAGE ROADSHOW LIMITED Name Role Appointed Robert Le Tet Independent Director, Chair  from May 2008 April 2007 Peter D. Jonson Independent Director February 2001 Timothy M. Antonie Independent Director December 2010 CLOSE FILE X In accordance with its Charter, the Nomination Committee comprised a  majority of Independent Directors and included the Chair of the Company who  is a representative of the Company’s major shareholder. From 1 July 2014 the  Committee’s charter was updated with the Committee comprising at least  three Independent Directors with the Chair of the Committee being an  Independent Director appointed by the Board. The responsibilities of the Nomination Committee include recommending  new nominees to the Board. Whilst no formal Board skills matrix is used,  which is at variance to ASX Recommendations, the Committee takes into  account the required skill set, appropriate diversity considerations, relevant  industry expertise and experience of potential candidates, as recommended  by the Corporate Governance Committee, to complement that of existing  Board members. Consideration is also given to the size and shareholder  structure of the Company such that an incoming director would be able to  make an overall positive contribution to the deliberations of the Board without  adversely impacting on efficient decision making by the Board as a whole so  that the Board can discharge its duties and responsibilities effectively. The Nomination Committee meets at least annually and the Board is  appraised by the Chair as appropriate on any relevant developments. The  Board has recognised that based on its size and composition, the  Nomination Committee may meet informally, on an ‘as needs’ basis as and  when a suitable candidate may be available for nomination. Given the Company’s ownership structure and the composition of the Board,  the assessment of the Board’s overall performance and its own succession  plan is conducted informally by the Co-Chairs and Directors on an ad hoc  basis. Whilst this process is at variance to ASX Recommendations, the  Board considers that this review methodology for the appointment of  Directors to the Board and of the performance of the Board has served the  Company well over many years and that a more prescriptive process is not  appropriate for the Company. From 1 July 2014 all relevant appropriate checks of director candidates,  such as character, experience, education, criminal record and bankruptcy  history are carried out by the Nomination Committee prior to any decision  by the Board to appoint any person as a Director of the Company. During the financial year the Nomination Committee comprised the  following members with their respective appointment dates: On 30 June 2014 Mr. R.G. Kirby resigned from the Committee and on 1 July  2014, Dr. P.D. Jonson took his place as a member and as Chair. Name Role Appointed Robert G. Kirby Chair, Executive Director June 2010 Robert Le Tet Independent Director May 2008 David J. Evans Independent Director July 2007 During the year the Committee comprised three Independent Directors.  The Committee invites the Co-Chief Executive Officers and/or Finance  Director to meetings when requiring input on management and divisional  performance. The Committee’s Charter makes it responsible for determining and  reviewing compensation arrangements for and performance evaluation of  the Company’s Executive Directors and senior managers at least annually  against nominated criteria, with the overall objective of motivating and  appropriately rewarding performance. The decisions are made in line with  the Company’s present circumstances and goals to ensure shareholders  benefit from the attraction and retention of a high quality Board and senior  management team. The remuneration strategy, policy, objectives and structure of the  Company’s remuneration arrangements and remuneration outcomes for  the year are set out annually in the Company’s Remuneration Report, as  part of the Directors’ Report to shareholders. The Remuneration Committee is responsible for the compensation  arrangements of all senior divisional and corporate executives. This  includes any proposed equity allotments or shadow equity plans, profit  share arrangements or bonus payments. The Company’s Key Management  Personnel are precluded from hedging any incentive remuneration,  including any equity awards granted to them, under the Company’s KMP  Incentive Remuneration Hedging Policy. The Executive Directors are responsible for recommending the  compensation arrangements for senior divisional and corporate executives  for approval by the Committee. The Company and the Committee periodically obtain independent advice from  external consultants and utilise benchmarks from comparable organisations.