Corporate governance  The Board of Directors and management of IOOF recognise the importance of good corporate  governance and are committed to maintaining high governance standards within the Group. This is an organisational priority since IOOF is both a listed company and an entity operating within the highly regulated financial services sector, overseen by APRA, ASIC, the ASX and AUSTRAC. The Board is responsible to its  shareholders for the performance of the Company. The Board’s focus is to enhance the interests of shareholders  and key stakeholders (eg employees,  regulators, etc). A summary of the Company’s policies  and procedures in relation to governance  is available in the corporate governance  section of the Company’s website: www.ioof.com.au The Company’s corporate governance  policies and practices are reviewed  at least annually and will continue  to develop and improve through  benchmarking against best practice  corporate governance. The Board is constituted and empowered  under its Constitution and the  requirements of the Corporations Act 2001. The Board has delegated some  of their powers to Board Committees and Management including: All Directors receive an induction pack on appointment which sets out the Board’s responsibilities, the Director’s duties and the role of the Committees. In addition, newly appointed Directors are invited to participate in on-on-one sessions with each business head to understand  their relevant business, strategy and their annual objectives. A profile of each Director is set out in the Director’s report. The Chairman  is selected by the Board and is an  independent Director. The Chairman and Managing Director have separate  roles. The Chairman provides leadership  to the Board and is responsible for the  efficient management of the business of the Board. The Chairman is either At the date of this report the Board  comprises five Non-Executive Directors,  all of which are independent and one  Executive Director (Christopher Kelaher).  The Board delegates to the Managing Director responsibility for implementing the Company’s strategy and managing day to day  operations. Clear lines of communication  have been established between the  Chairman and the Managing Director to ensure these responsibilities are understood. A Director of IOOF will be considered  independent where the Director is independent of Management (ie a Non-Executive Director), does not hold a substantial interest in the  company and is free from any business  or other relationship that could materially  interfere with, or could reasonably be perceived to interfere with, the  exercise of independent judgement. The Board has made its own assessment  to determine the independence of each Director and notes that at the date of this report five of the six Directors are considered independent. The Board  notes the requirement for a majority of independent Directors. •  determining group financial strategy and policies •  managing and monitoring risk and compliance, internal compliance  and control •  reviewing the Company’s code  of conduct and overall corporate  governance to ensure effective  and timely disclosure of policies,  procedures and other relevant data to the market, shareholders and customers. •  overseeing strategic objectives and direction of the company •  ongoing assessment and monitoring  of performance •  monitoring financial objectives •  setting and monitoring annual  operating plans page 14 Composition of Board Delegation to Managing  Director Appointment of Directors Principle 1: Lay solid  foundations for  management and over sight Board independence Principle 2: Structure the board to add value